Common use of Fees and Expenses Clause in Contracts

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base any Preliminary Prospectus, any Preliminary Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwritersthe Indenture, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b4(c) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”) of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement the Indenture and the Securities issued pursuant to any Securities AgreementSecurities; (viii) any travel expenses of the Company's ’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers of the Securities that they may make.

Fees and Expenses. The Company covenants Investment Advisor shall not be required to pay any expenses of the Funds other than those specifically allocated to the Investment Advisor in this Agreement. In particular, but without limiting the generality of the foregoing, the Investment Advisor shall not be responsible for the following expenses of the Funds: organization and agrees with certain offering expenses of the several Underwriters that Funds (including out-of-pocket expenses, but not including the Company will pay Investment Advisor’s overhead and employee costs in providing the services specified in Section 2 of this Agreement); fees payable to the Investment Advisor and to any other of the Funds’ advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust’s officers and employees; fees and expenses of counsel and accountants the Funds’ Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Funds; expenses of establishing, or implementing the Funds’ compliance program; expenses, salaries, or other costs of any officers of the Funds, including, but not limited to any officers of the Funds who may also be officers, employees, or other affiliates of the Investment Advisor; payments to the Company in connection with Administrator for maintaining the registration Funds’ financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Funds; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFunds for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFunds’ portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Funds, or of entering into other transactions or engaging in any investment practices with respect to the Funds; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; costs of stationery or other office supplies; any litigation expenses; costs of shareholders’ and other meetings; the compensation and all expenses (specifically including travel expenses relating to the Funds’ businesses) of officers, trustees and employees of the Trust with respect to matters concerning the Funds (including officers, trustees or employees of the Funds who are “interested persons” of the Investment Advisor) as may be agreed upon between the Trust and the Investment Advisor. Notwithstanding anything herein to the contrary, the Investment Advisor may, if requested: (a) furnish to the Funds the services of its employees and agents in the management and conduct of the corporate business and affairs of the Funds, provided that the Investment Advisor may be compensated for providing such services as agreed to between the Investment Advisor and the Trust from time to time pursuant to a support services or similar agreement; (iiib) all expenses in connection with provide the qualification services of its officers or employees as officers or administrative executives of the Securities for offering Funds (including but not limited to the Chief Compliance Officer of the Funds and sale under state securities laws any compliance staff) and insurance securities laws the services of any Trustees of the Trust who are “interested persons” of the Trust or its affiliates, as that term is defined in the 1940 Act, subject in each case to their individual consent to serve and to applicable legal limitations, provided that, other than with respect to the services specified in Section 4(b) hereof2 of this Agreement, including the reasonable fees and disbursements of counsel Investment Advisor may be compensated for providing such services as agreed to between the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, Investment Advisor and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued Trust from time to time pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending a support services or hosting meetings with prospective purchasers of the Securitiessimilar agreement; and (ixc) all other costs provide office space, secretarial and expenses incident clerical services and wire and telephone services, and monitor and review Trust contracted services and expenditures pursuant to the performance distribution plans of the obligations of Funds, provided that the Company hereunder which are not otherwise specifically provided Investment Advisor may be compensated for in this Section. Except providing such services as provided in this Section, agreed to between the Investment Advisor and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeTrust from time to time pursuant to a support services or similar agreement.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses incurred in connection with the preparation, printing and filing of the Registration Statement, the Base Basic Prospectus, any Preliminary Prospectus and Final Prospectus, the Time of Sale Prospectus, the Final Prospectus and any free writing prospectus prepared by or on behalf of, used by or referred to by the Company, and amendments and supplements thereto to any of the foregoing and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents Legal Investment Memoranda in connection with the offering, purchase, sale and delivery of the Securities; (iii) all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b5(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 Surveyand Legal Investment surveys; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, to securing any required review by the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trusteeTrustee, paying agent Paying Agent or transfer agent Transfer Agent and the fees and disbursements of counsel for any such trusteeTrustee, paying agent Paying Agent or transfer agent Transfer Agent in connection with a Securities Agreement the Indenture and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ixviii) all other costs and expenses incident to the performance of the its obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except It is understood, however, that, except as provided in this Section, Section 8 and Sections 7 and Section 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them them, and any advertising expenses connected with any offers they may make.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants to the Company in connection with the registration of the Securities Shares and the Preferred Shares under the Act and all other expenses incurred in connection with the preparation, printing and filing of the Registration Statement, the Base Basic Prospectus, any Preliminary Prospectus and Final Prospectus, the Time of Sale Prospectus, the Final Prospectus and any free writing prospectus prepared by or on behalf of, used by or referred to by the Company, and amendments and supplements thereto to any of the foregoing and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents Legal Investment Memoranda in connection with the offering, purchase, sale and delivery of the SecuritiesShares and the Preferred Shares; (iii) all reasonable expenses in connection with the qualification of the Securities Shares and the Preferred Shares for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b5(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 Surveyand Legal Investment surveys; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, to securing any required review by the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. ("NASD") of the terms of the sale of the SecuritiesShares; (v) any fees charged by securities rating services for rating the SecuritiesShares; (vi) the cost of preparing and filing the SecuritiesCertificate of Designations with the Secretary of State of the State of Delaware and the cost of preparing the Shares, the Preferred Shares and Depositary Receipts, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters; (vii) the fees and expenses of any trustee, paying transfer agent or transfer agent registrar; (viii) the fees and expenses of the Depositary and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent the Depositary; (ix) the fees and expenses in connection with a Securities Agreement the preparation and filing of the Securities issued pursuant registration statement on Form 8-A relating to any Securities Agreementthe Preferred Stock and all expenses and application fees related to the listing of the Shares on the NYSE; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ixx) all other costs and expenses incident to the performance of the its obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except It is understood, however, that, except as provided in this Section, Section 8 and Sections 7 and Section 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities Shares by them them, and any advertising expenses connected with any offers they may make.

Fees and Expenses. The Company covenants and Borrower agrees with the several Underwriters that the Company will (a) to pay or cause to be paid reimburse the following: Agent, the Collateral Agent, the Arrangers (without duplication) and, in the case of clause (ii) following the Closing Date, the Required Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with (i) the feessyndication of the Closing Date Term Loan Facility and the Term Loan Facility and (ii) the preparation, disbursements execution and delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), such costs and expenses to be limited in the case of counsel legal costs and accountants expenses to the Company Attorney Costs and (b) to pay or reimburse the Agent, the Collateral Agent and the Required Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the registration enforcement of any rights or remedies under this Agreement or the Securities under other Loan Documents (such costs and expenses to be limited in the Act case of legal costs and all other expenses in connection with to the preparationAttorney Costs) (but including, printing and filing for the avoidance of the Registration Statement, the Base Prospectusdoubt, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees costs and expenses of any trustee, paying agent or transfer agent the Agent and the fees Collateral Agent arising from the administration and disbursements maintenance of counsel for any such trusteethe pledge of titled collateral to the Collateral Agent, paying including, but not limited to, the retention of a sub-agent or transfer agent engaged by the Collateral Agent in connection with a Securities Agreement and therewith). Subject to the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of limitations above, the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other foregoing costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for shall include all reasonable and documented or invoiced search, filing, recording and title insurance charges and fees related thereto. The agreements in this SectionSection 14.7 shall survive the Termination Date and repayment of all other Obligations. Except as provided All amounts due under this Section 14.7 shall be paid within twenty (20) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makereasonable detail.

Fees and Expenses. The Company covenants Subadvisor shall not be required to pay any expenses of the Fund other than those specifically allocated to the Subadvisor in this section. In particular, but without limiting the generality of the foregoing, the Subadvisor shall not be responsible for the following expenses of the Fund: organization and agrees with certain offering expenses of the several Underwriters that Fund (including out-of-pocket expenses, but not including the Company will pay Subadvisor's overhead and employee costs); fees payable to the Subadvisor and to any other Fund advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Company's officers and employees; fees and expenses of counsel and accountants the Fund's Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Company in connection with Administrator for maintaining the registration Fund's financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Fund; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFund for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFund's portfolio securities; (iii) brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses in connection with (specifically including travel expenses relating to the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD"Fund's business) of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trusteeofficers, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers directors and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers who are not interested persons of the SecuritiesSubadvisor; and travel expenses (ixor an appropriate portion thereof) all other costs and expenses incident to the performance of the obligations officers or directors of the Company hereunder which who are not otherwise specifically provided for in this Section. Except as provided in this Sectionofficers, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any directors or employees of the Securities by them and Subadvisor to the extent that such expenses relate to attendance at meetings of the Board of Directors of the Company with respect to matters concerning the Fund, or any advertising expenses connected with any offers they may makecommittees thereof or advisers thereto.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses incurred in connection with the preparation, printing and filing of the Registration Statement, the Base Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents Legal Investment Memoranda in connection with the offering, purchase, sale and delivery of the Securities; (iii) all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Surveyand Legal Investment surveys; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, to securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trusteeTrustee, paying agent Paying Agent or transfer agent Transfer Agent and the fees and disbursements of counsel for any such trusteeTrustee, paying agent Paying Agent or transfer agent Transfer Agent in connection with a Securities Agreement the Indenture and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ixviii) all other costs and expenses incident to the performance of the its obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except It is understood, however, that, except as provided in this Section, Section 8 and Sections 7 and 10 Section 9 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them them, and any advertising expenses connected with any offers they may make.

Fees and Expenses. The Company covenants All expenses incident to the Company’s performance of or compliance with this Agreement including, without limitation, all registration and agrees with filing fees payable by the several Underwriters that the Company will pay or cause to be paid the following: (i) the feesCompany, disbursements fees and expenses of counsel and accountants to compliance by the Company in connection with the registration securities or blue sky laws, printing expenses of the Securities under the Act Company, messenger and all other delivery expenses in connection with the preparation, printing and filing of the Registration StatementCompany, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification Company and in connection with all independent certified public accountants of the Blue Sky Survey; (iv) Company, and other Persons retained by the filing fees incident toCompany will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Designated Holders of a majority (by number of shares) of the Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and any of the expenses incurred by any Designated Holder which are not payable by the Company, such costs to be borne by such Designated Holder or Holders, including, without limitation, underwriting fees, discounts and expenses, if any, applicable to any Designated Holder’s Registrable Securities; fees and disbursements of counsel for the Underwriters in connection with, securing or other professionals that any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent Designated Holder may choose to retain in connection with a Securities Agreement and the Securities issued Registration Statement filed pursuant to this Agreement (except as otherwise provided herein); selling commissions or stock transfer taxes applicable to the Registrable Securities registered on behalf of any Securities AgreementDesignated Holder; (viii) any travel expenses of the Company's officers and employees and any other expenses incurred by or on behalf of the Company such Designated Holder in connection with attending or hosting meetings with prospective purchasers the offer and sale of the Securities; and (ix) all such Designated Holder’s Registrable Securities other costs and than expenses incident to the performance of the obligations of which the Company hereunder which are not otherwise specifically provided for in is expressly obligated to pay pursuant to this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeAgreement.

Fees and Expenses. The Company covenants Investment Advisor shall not be required to pay any expenses of the Funds other than those specifically allocated to the Investment Advisor in this section 6. In particular, but without limiting the generality of the foregoing, the Investment Advisor shall not be responsible for the following expenses of the Funds: organization and agrees with certain offering expenses of the several Underwriters that Funds (including out-of-pocket expenses, but not including the Company will pay Investment Advisor's overhead and employee costs); fees payable to the Investment Advisor and to any other of the Funds' advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Corporation's officers and employees; fees and expenses of counsel and accountants the Funds' Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Funds; payments to the Company in connection with Administrator for maintaining the registration Funds' financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Funds; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFunds for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFunds' portfolio securities; (iii) brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Funds, or of entering into other transactions or engaging in any investment practices with respect to the Funds; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses in connection with (specifically including travel expenses relating to the qualification Funds' businesses) of officers, directors and employees of the Securities for offering Corporation who are not interested persons of the Investment Advisor; and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; travel expenses (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD"or an appropriate portion thereof) of the terms officers or directors of the sale Corporation who are officers, directors or employees of the Securities; (v) any fees charged by securities rating services for rating Investment Advisor to the Securities; (vi) the cost of preparing the Securities; (vii) the fees and extent that such expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant relate to any Securities Agreement; (viii) any travel expenses attendance at meetings of the Company's officers and employees and any other expenses Board of Directors of the Company in connection Corporation with attending respect to matters concerning the Funds, or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makecommittees thereof or advisers thereto.

Fees and Expenses. 14.01 The Company covenants Issuer (and agrees with following a Covered Bond Guarantee Activation Event, the several Underwriters that the Company will Guarantor LP) shall pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company Issuing and Paying Agent for the account of the other Agents such fees as may have been agreed between the Issuer, the Guarantor LP and the Issuing and Paying Agent in respect of the services of the Agents hereunder together with all expenses (including, without limitation, legal fees and any publication, advertising, communication, courier, postage and other out-of-pocket expenses) incurred in connection with its services hereunder (plus any applicable value added tax). The Issuer (and following a Covered Bond Guarantee Activation Event, the Guarantor LP) shall pay to any Calculation Agent such fees as may have been agreed between the Issuer, the Guarantor LP and such Calculation Agent in respect of its services hereunder together with all expenses (including, without limitation, legal fees and any publication, advertising, communication, courier, postage and other out-of-pocket expenses) incurred in connection with its services hereunder (plus any applicable value added tax). 14.02 The Issuing and Paying Agent (and following a Covered Bond Guarantee Activation Event, the Guarantor LP) shall on demand make payment of the fees due to the other Agents and Calculation Agent (plus any applicable value added tax) and will reimburse their expenses (plus any applicable value added tax) promptly after receipt of the relevant moneys from the Issuer or the Guarantor LP, as the case may be . 14.03 The Issuer (and following a Covered Bond Guarantee Activation Event, the Guarantor LP) shall pay all stamp, registration and other taxes and duties (including any interest and penalties thereon or in connection therewith), which may be payable upon or in connection with the registration execution and delivery of this Agreement and any letters of appointment under which any Agent or Calculation Agent is appointed as agent hereunder, and shall indemnify each Agent and each Calculation Agent (each an “indemnified party”) against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it may incur as a result or arising out of or in relation to any failure to pay or delay in paying any of the same. The foregoing indemnity shall extend also to the employees, officers, directors and agents of such indemnified party and to any person controlling any indemnified party (within the meaning of the Securities under Act) and the Act Issuer (and all other expenses in connection with following a Covered Bond Guarantee Activation Event, the preparation, printing Guarantor LP) agrees that each indemnified party shall have and filing hold the covenants of the Registration Statement, the Base Prospectus, any Preliminary Prospectus Issuer and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing Guarantor LP contained in this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents sub-Clause 14.03 in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel trust for the Underwriters in connection with such qualification benefit of its respective employees, officers, directors, agents and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makecontrolling person.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base any Preliminary Prospectus, any Preliminary Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b4(c) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") Financial Industry Regulatory Authority of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's ’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers of the Securities that they may make.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will to pay or cause to be paid the following: (i) the feesall costs, disbursements fees and expenses of counsel and accountants to incurred by the Company in connection with the registration performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident to the issuance, delivery and qualification of the Securities under (including all printing and engraving costs); (ii) all fees and expenses of the Act 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; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing printing, filing, shipping and filing distribution of the Registration StatementStatement (including financial statements, exhibits, schedules, consents and certificates of experts), the Base Prospectus, any Preliminary Prospectus and or Pricing Prospectus or the Final Prospectus and any each Prospectus Supplement, and all amendments and supplements thereto thereto, and the mailing and delivering of copies thereof to the Underwriters and dealersthis Agreement; (iivi) all filing fees, reasonable attorneys’ fees and expenses incurred by the cost of printing Company or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the offeringqualification 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, purchaseand, sale if requested by the Placement Agent, preparing and delivery 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 the review and approval by the FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (viiviii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection associated with a Securities Agreement and the Securities issued pursuant to any Securities Agreementon the Trading Market; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance travel and accommodation of the obligations Company’s and the Placement Agent’s employees on the “roadshow,” if any; and (x) all other fees, costs and expenses referred to in Part II of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeRegistration Statement.

Fees and Expenses. 5.1 The Company covenants and agrees with the several Underwriters that the Company FUND will pay or cause all expenses incident to be paid the FUND's performance under this Agreement. In addition to the investment advisory fee, subject to the expense reimbursement arrangement discussed below, each Portfolio will bear all of its operating expenses that are not specifically assumed by AAL, including the following: (i) the fees, disbursements interest and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; taxes (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securitiesbrokerage commissions; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Surveypremiums; (iv) the filing fees incident to, compensation and the fees and disbursements of counsel expenses for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. (those Directors who are not "NASD"interested" persons under Section 2(a)(19) of the terms of the sale of the SecuritiesAct; (v) any fees charged by securities rating services for rating the Securitiesindependent legal and audit expenses; (vi) fees and expenses of the cost of preparing the SecuritiesFUND's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the fees issuance of its shares, including stock certificates and expenses issuance of any trusteeshares on the payment of, paying agent or transfer agent and the fees and disbursements reinvestment of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreementdividends; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs fees and expenses incident to the performance registration under Federal or state securities laws of the obligations FUND or its shares; (ix) FUND or portfolio organizational expenses; (x) fund expenses of preparing, printing and mailing reports and notices, proxy material and prospectuses to shareholders of the FUND; (xi) all other expenses incidental to holding meetings of the FUND's shareholders; (xii) dues or assessments of or contributions to the Investment Company hereunder Institute or any successor or other industry association; (xiii) such non-recurring expenses as may arise, including litigation affecting the FUND and the legal obligations which are not otherwise specifically provided for in this Section. Except as provided in this Section, the FUND may have to indemnify its officers and Sections 7 Directors with respect thereto; and 10 hereof, (xiv) cost of daily evaluation of each of the Underwriters Portfolio's securities and net asset value per share. 5.2 AAL will pay all expenses incident to AAL's performance under this Agreement. In addition, AAL will bear the expenses of their own costs printing and expensesdistributing to its Certificate owners the FUND proxy materials, including proxy cards and voting instruction forms (collectively "proxy information"), tabulating the fees results of their counselproxy solicitations to its Certificate owners, stock transfer taxes on resale of any of printing and distributing to its Certificate owners the Securities by them FUND prospectus, SAI, supplement, proxy material, report to shareholders, and other communication to shareholders, and any advertising expenses connected associated with any offers they may makeadministration of its Certificates.

Fees and Expenses. The Company covenants Investment Advisor shall not be required to pay any expenses of the Funds other than those specifically allocated to the Investment Advisor in this Agreement. In particular, but without limiting the generality of the foregoing, the Investment Advisor shall not be responsible for the following expenses of the Funds: organization and agrees with certain offering expenses of the several Underwriters that Funds (including out-of-pocket expenses, but not including the Company will pay Investment Advisor’s overhead and employee costs in providing the services specified in Section 2 of this Agreement); fees payable to the Investment Advisor and to any other of the Funds’ advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust’s officers and employees; fees and expenses of counsel and accountants the Funds’ Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Funds; expenses of establishing, or implementing the Funds’ compliance program; expenses, salaries, or other costs of any officers of the Funds, including, but not limited to any officers of the Funds who may also be officers, employees, or other affiliates of the Investment Advisor; payments to the Company in connection with Administrator for maintaining the registration Funds’ financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Funds; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFunds for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFunds’ portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Funds, or of entering into other transactions or engaging in any investment practices with respect to the Funds; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders’ and other meetings; the compensation and all expenses (specifically including travel expenses relating to the Funds’ businesses) of officers, trustees and employees of the Trust with respect to matters concerning the Funds (including officers, trustees or employees of the Funds who are “interested persons” of the Investment Advisor) as may be agreed upon between the Trust and the Investment Advisor. Notwithstanding anything herein to the contrary, the Investment Advisor may, if requested: (a) furnish to the Funds the services of its employees and agents in the management and conduct of the corporate business and affairs of the Funds, provided that the Investment Advisor may be compensated for providing such services as agreed to between the Investment Advisor and the Trust from time to time pursuant to a support services or similar agreement; (iiib) all expenses in connection with provide the qualification services of its officers or employees as officers or administrative executives of the Securities for offering Funds (including but not limited to the Chief Compliance Officer of the Funds and sale under state securities laws any compliance staff) and insurance securities laws the services of any Trustees of the Trust who are “interested persons” of the Trust or its affiliates, as that term is defined in the 1940 Act, subject in each case to their individual consent to serve and to applicable legal limitations, provided that, other than with respect to the services specified in Section 4(b) hereof2 of this Agreement, including the reasonable fees and disbursements of counsel Investment Advisor may be compensated for providing such services as agreed to between the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, Investment Advisor and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued Trust from time to time pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending a support services or hosting meetings with prospective purchasers of the Securitiessimilar agreement; and (ixc) all other costs provide office space, secretarial and expenses incident clerical services and wire and telephone services, and monitor and review Trust contracted services and expenditures pursuant to the performance distribution plans of the obligations of Funds, provided that the Company hereunder which are not otherwise specifically provided Investment Advisor may be compensated for in this Section. Except providing such services as provided in this Section, agreed to between the Investment Advisor and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeTrust from time to time pursuant to a support services or similar agreement.

Fees and Expenses. The Company covenants Sub-Advisor shall not be required to pay any expenses of the Fund other than those specifically allocated to the Sub-Advisor in this section. In particular, but without limiting the generality of the foregoing, the Sub-Advisor shall not be responsible for the following expenses of the Fund: organization and agrees with certain offering expenses of the several Underwriters that Fund (including out-of-pocket expenses, but not including the Company will pay Sub-Advisor’s overhead and employee costs); fees payable to the Sub-Advisor and to any other Fund advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust’s officers and employees; fees and expenses of counsel and accountants the Fund’s Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Company in connection with Administrator for maintaining the registration Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Fund; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFund for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFund’s portfolio securities; (iii) brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders’ and other meetings; the compensation and all expenses in connection with (specifically including travel expenses relating to the qualification Fund’s business) of officers, trustees and employees of the Securities for offering Trust who are not interested persons of the Sub-Advisor; and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; travel expenses (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD"or an appropriate portion thereof) of the terms officers or trustees of the sale Trust who are officers, directors or employees of the Securities; (v) any fees charged by securities rating services for rating Sub-Advisor to the Securities; (vi) the cost of preparing the Securities; (vii) the fees and extent that such expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant relate to any Securities Agreement; (viii) any travel expenses attendance at meetings of the Company's officers and employees and any other expenses Board of Trustees of the Company in connection Trust with attending respect to matters concerning the Fund, or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makecommittees thereof or advisers thereto.

Fees and Expenses. The Company covenants and Borrower agrees with to pay to the several Underwriters that the Company will pay or cause to be paid the following: (i) the feesAgent, disbursements for its benefit, on demand, all costs and expenses of counsel and accountants to the Company that Agent pays or incurs in connection with the registration negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the Securities under the Act other Loan Documents, including: (a) Attorney Costs; (b) costs and all other expenses (including attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus Loan Documents and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealerstransactions contemplated thereby; (iic) costs and expenses of lien and title searches and title insurance; (d) taxes, fees and other charges for filing financing statements and continuations, and other actions to perfect, protect, and continue the cost of printing Agent’s Liens (including costs and expenses paid or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents incurred by the Agent in connection with the offering, purchase, sale and delivery consummation of Agreement); (e) sums paid or incurred to pay any amount or take any action required of the SecuritiesBorrower under the Loan Documents that the Borrower fails to pay or take; (iiif) all expenses in connection with the qualification costs of appraisals, inspections, and verifications of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereofCollateral, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident totravel, lodging, and meals for inspections of the fees Collateral and disbursements of counsel for the Underwriters in connection with, securing any required review Borrower’s operations by the National Association Agent plus the Agent’s then customary charge for field examinations and audits and the preparation of Securities Dealers, Inc. reports thereof ("NASD"such charge is currently $750 per day (or portion thereof) of for each Person retained or employed by the terms of the sale of the SecuritiesAgent with respect to each field examination or audit); and (vg) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees costs and expenses of any trusteeforwarding loan proceeds, paying agent or transfer agent collecting checks and the fees other items of payment, and disbursements of counsel for any such trusteeestablishing and maintaining Payment Accounts and lock boxes, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident of preserving and protecting the Collateral. In addition, the Borrower agrees to pay costs and expenses incurred by the Agent (including Attorneys’ Costs) to the performance Agent, for its benefit, on demand, and to the other Lenders for their benefit, on demand, and all reasonable fees, expenses and disbursements incurred by such other Lenders for one law firm retained by such other Lenders, in each case, paid or incurred to obtain payment of the obligations Obligations, enforce the Agent’s Liens, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the Company hereunder which are Loan Documents, or to defend any claims made or threatened against the Agent or any Lender arising out of the transactions contemplated hereby (including preparations for and consultations concerning any such matters). The foregoing shall not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, be construed to limit any other provisions of the Underwriters will pay all of their own Loan Documents regarding costs and expenses, including expenses to be paid by the fees of their counsel, stock transfer taxes on resale of any Borrower. All of the Securities by them foregoing costs and any advertising expenses connected with any offers they may makeshall be charged to the Borrower’s Loan Account as Revolving Loans as described in Section 3.6.

Fees and Expenses. The Company covenants All expenses incident to the Company’s performance of or compliance with this Agreement including, without limitation, all registration and agrees with filing fees payable by the several Underwriters that the Company will pay or cause to be paid the following: (i) the feesCompany, disbursements fees and expenses of counsel and accountants to compliance by the Company in connection with the registration securities or blue sky laws, printing expenses of the Securities under the Act Company, messenger and all other delivery expenses in connection with the preparation, printing and filing of the Registration StatementCompany, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification Company and in connection with all independent certified public accountants of the Blue Sky Survey; (iv) Company, and other Persons retained by the filing fees incident toCompany will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Designated Holders of a majority (by number of shares) of the Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and any of the expenses incurred by any Designated Holder that are not specifically payable by the Company as described above, such costs to be borne by such Designated Holder or Holders, including, without limitation, the following: underwriting fees, discounts and expenses, if any, applicable to any Designated Holder’s Registrable Securities; fees and disbursements of counsel for the Underwriters in connection with, securing or other professionals that any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent Designated Holder may choose to retain in connection with a Securities Agreement and the Securities issued Registration Statement filed pursuant to this Agreement (except as otherwise provided herein); selling commissions or stock transfer taxes applicable to the Registrable Securities registered on behalf of any Securities AgreementDesignated Holder; (viii) any travel expenses of the Company's officers and employees and any other expenses incurred by or on behalf of the Company such Designated Holder in connection with attending or hosting meetings with prospective purchasers the offer and sale of the Securities; and (ix) all such Designated Holder’s Registrable Securities other costs and than expenses incident to the performance of the obligations of that the Company hereunder which are not otherwise specifically provided for in is expressly obligated to pay pursuant to this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeAgreement.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid all costs, fees, and expenses arising in connection with the sale of any Underwritten Securities through the Underwriters and in connection with the performance by the Company of its obligations hereunder and under any Terms Agreement, including the following: (i) the fees, disbursements and expenses of counsel and accountants incident to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing preparation and filing of the Registration Statement, any preliminary prospectus, the Base Time of Sale Prospectus, the Prospectus, any Preliminary Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and the Final Prospectus and any all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; thereto, (ii) expenses incident to the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale issuance and delivery of the such Underwritten Securities; , (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters Company and the Company’s independent registered public accounting firm, (iv) if approved by the Company in advance and in writing, expenses incident to the qualification of such Underwritten Securities under Blue Sky laws and other applicable state securities laws in accordance with the provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection withtherewith and in connection with the preparation of any survey of Blue Sky laws, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating expenses incident to the Securities; printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the cost of preparing fees and expenses, if any, incurred with respect to any applicable filing with the Securities; Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any trusteeUnderwritten Securities on the NYSE and (viii) if applicable, paying agent or transfer agent and the fees and disbursements expenses of counsel the trustee under the applicable Indenture. If so stated in the applicable Terms Agreement, the Underwriters agree to reimburse the Company for any such trustee, paying agent or transfer agent the stated amount of its expenses incurred in connection with a Securities Agreement and the Securities issued pursuant to any Securities transactions contemplated by the applicable Terms Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

Fees and Expenses. The Company covenants Whether or not the purchase and agrees with sale of the several Underwriters that the Company will pay or cause to Initial Special Warrants and any Additional Securities shall be paid the following: (i) the feescompleted, disbursements all fees and expenses (including HST, if applicable) of counsel and accountants or incidental to the Company creation, issuance and delivery of the Initial Special Warrants, the Purchaser’s Option and any Additional Securities and of or incidental to all matters in connection with the registration transactions herein set out shall be borne by the Company including, without limitation: (a) all expenses of or incidental to the creation, issue, sale or distribution of Initial Special Warrants, the Purchaser’s Option and any Additional Securities, the Prospectus-Qualified Securities under and any securities underlying such securities, the Act and all other expenses in connection with the preparation, printing and filing of the Registration StatementQualification Prospectus Supplement, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus Qualification Registration Statement and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey Supplementary Material and any stock exchange approval and other documents in connection with the offering, purchase, sale and delivery of the Securities; regulatory compliance; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (viib) the fees and expenses of the auditors, technical consultants, translators, other experts, and counsel to the Company and all local counsel (including all taxes payable in respect of any trusteeof the foregoing); (c) all costs and expenses incurred in connection with roadshows and marketing activities, paying agent or transfer agent the preparation and printing of the Prospectus, the Registration Statement and any Supplementary Material contemplated hereunder and otherwise relating to the Offering; and (d) the reasonable out-of-pocket expenses of the Agent (including, but not limited to, travel expenses in connection with due diligence and marketing activities, and reasonable fees and disbursements of counsel for the Agent’s legal counsel), including any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident incurred prior to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for date first written above and all taxes payable in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale respect of any of the Securities foregoing, with such expenses to be paid by them the Company at the Time of Closing on the Closing Date and on the Purchaser’s Option Closing Date, if applicable, or at any advertising expenses connected with any offers they may makeother time reasonably requested by the Agent and shall be payable by the Company immediately upon receiving an invoice therefor from the Agent.

Fees and Expenses. The Company covenants agrees to pay, reimburse and agrees hold the Phoenix, on behalf of the Lenders, harmless from liability for the payment of all out-of-pocket fees and expenses incurred by it in connection with its diligence investigation of the Company, the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby (including the Offering), regardless of whether the conversion and exchange of Indebtedness and the acquisition of shares of Series B Preferred Stock by the Lenders pursuant to this Agreement is consummated in accordance with the several Underwriters that terms of this Agreement. Phoenix may deduct such fees and expenses from the Company will pay or cause aggregate amount to be paid by Phoenix at the following: (i) Closing for the fees, disbursements shares of Series B Preferred Stock to be purchased by it under the Purchase Agreement. The fees and expenses of counsel the Phoenix may include, without limitation: (a) the fees and expenses of counsel, consultants and accountants to the Company in connection with the registration and out of the Securities under the Act pocket expenses, including diligence and all other expenses travel expenses, of Phoenix and its Affiliates, arising in connection with the preparation, printing negotiation and execution of the Certificate of Designation (Series B), the Amended and Restated Certificate of Designation (Series A-1) and the Transaction Documents, the preparation, execution and filing of all forms, schedules and reports and amendments thereto of the Registration Statement, Lenders required to be filed with the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents SEC in connection with or arising out of the offeringtransactions contemplated by the Transaction Documents and the consummation of the transactions contemplated thereby (including Schedule 13D filings and amendments and Form 4 filings), (b) all costs of the Company’s performance and compliance with the Certificate of Designation (Series B), purchasethe Amended and Restated Certificate of Designation (Series A-1) or the Transaction Documents, sale and (c) stamp and other taxes, excluding income taxes, which may be payable with respect to the execution and delivery of the Securities; Certificate of Designation (iiiSeries B), the Amended and Restated Certificate of Designation (Series A-1) all expenses in connection with or the qualification Transaction Documents, or the issuance, delivery or acquisition of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including Exchange Shares or the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeConversion Shares.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base any Preliminary Prospectus, any Preliminary Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b4(c) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") Financial Industry Regulatory Authority of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's ’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers of the Securities that they may make.

Fees and Expenses. The Company covenants agrees to pay, reimburse and agrees hold Phoenix, on behalf of the Purchasers, and its Affiliates, including SG Phoenix LLC, harmless from liability for the payment of all out-of-pocket fees and expenses incurred by it in connection with its diligence investigation of the Company, the preparation and negotiation of this Agreement and the other Transaction Documents and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby, regardless of whether the purchase of shares of Series C Preferred Stock and Warrants by the Purchasers pursuant to this Agreement is consummated in accordance with the several Underwriters that terms of this Agreement. Phoenix may deduct such fees and expenses from the Company will pay or cause aggregate amount to be paid by Phoenix at the following: (i) Closing for the fees, disbursements shares of Series C Preferred Stock and Warrants to be purchased by it hereunder. The fees and expenses of counsel the Phoenix may include, without limitation: (a) the fees and expenses of counsel, consultants and accountants to the Company in connection with the registration and out of the Securities under the Act pocket expenses, including diligence and all other expenses travel expenses, of Phoenix and its Affiliates, arising in connection with the preparation, printing negotiation and execution of the Certificate of Designation (Series C), the Amended and Restated Certificate of Designation (Series B), the Second Amended and Restated Certificate of Designation (Series A-1), the Warrants and the Transaction Documents, the preparation, execution and filing of all forms, schedules and reports and amendments thereto of the Registration Statement, Purchasers required to be filed with the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents SEC in connection with or arising out of the offeringtransactions contemplated by the Transaction Documents and the consummation of the transactions contemplated thereby (including Schedule 13D filings and amendments and Form 4 filings), (b) all costs of the Company’s performance and compliance with the Certificate of Designation (Series C), purchasethe Amended and Restated Certificate of Designation (Series B), sale the Second Amended and Restated Certificate of Designation (Series A-1), the Warrants or the Transaction Documents, and (c) stamp and other taxes, excluding income taxes, which may be payable with respect to the execution and delivery of the Securities; Certificate of Designation (iiiSeries C), the Amended and Restated Certificate of Designation (Series B), the Second Amended and Restated Certificate of Designation (Series A-1) all expenses in connection with or the qualification Transaction Documents, or the issuance, delivery or acquisition of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including Purchased Shares or the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeConversion Shares.

Fees and Expenses. (a) The Company covenants Fund shall pay Citi compensation for the services to be provided by Citi under this Agreement in accordance with, and in the manner set forth in Schedule A attached hereto. (b) In addition to paying Citi the fees provided above, the Fund agrees to reimburse Citi for its actual out-of-pocket expenses reasonably incurred in providing services hereunder, including, without limitation, the following (all subject to reasonable documentation and substantiation): i) All freight and other delivery and bonding charges incurred by Citi in delivering materials to and from the Fund, its services providers, or otherwise on behalf of the Fund; ii) The cost of microfilm or microfiche or other electronic storage of records or other materials and other costs associated with record retention on behalf of the Fund; iii) Sales taxes; iv) Costs of tax forms, if applicable; v) Costs for investor correspondence; vi) All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Citi in communication with the several Underwriters that Fund, dealers, public accountants, investors, or others as required for Citi to perform the Company will pay or cause services to be paid the following: provided hereunder; vii) Costs of fulfillment, if requested; viii) Bank account charges, including check payment and processing fees; ix) All printing, production (iincluding graphics support, copying, and binding) the feesand distribution expenses incurred in relation to Board meeting materials, disbursements tax forms, periodic statements, new account letters and expenses maintenance letters, financial and tax reports, Offering Documents, proxy statements and marketing materials, if applicable; x) Costs of counsel and accountants tax data services; xi) Costs of rating agency services to the Company extent applicable; xii) All out of pocket costs incurred in connection with the registration administration services, including, without limitation, travel and lodging expenses incurred by employees of the Securities under the Act and all other expenses Citi in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey attendance at Board meetings and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities meetings for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with which such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review attendance is requested or agreed upon by the National Association of Securities Dealers, Inc. ("NASD"parties; xiii) of the terms of the sale of the SecuritiesNSCC charges and Depository Trust & Clearing Corporation charges; xiv) Expenses associated with Citi’s anti-fraud procedures as it pertains to new account review; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.and

Fees and Expenses. 5.1 The Company covenants and agrees with the several Underwriters that the Company FUND will pay or cause all expenses incident to be paid the FUND's performance under this Agreement. In addition to the investment advisory fee, subject to the expense reimbursement arrangement discussed below, each Portfolio will bear all of its operating expenses that are not specifically assumed by AAL, including the following: (i) the fees, disbursements interest and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; taxes (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securitiesbrokerage commissions; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Surveypremiums; (iv) the filing fees incident to, compensation and the fees and disbursements of counsel expenses for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. (those Directors who are not "NASD"interested" persons under Section 2(a)(19) of the terms of the sale of the SecuritiesAct; (v) any fees charged by securities rating services for rating the Securitiesindependent legal and audit expenses; (vi) fees and expenses of the cost of preparing the SecuritiesFUND's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the fees issuance of its shares, including stock certificates and expenses issuance of any trusteeshares on the payment of, paying agent or transfer agent and the fees and disbursements reinvestment of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreementdividends; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs fees and expenses incident to the performance registration under Federal or state securities laws of the obligations FUND or its shares; (ix) FUND or portfolio organizational expenses; (x) FUND expenses of preparing, printing and mailing reports and notices, proxy material and prospectuses to shareholders of the FUND; (xi) all other expenses incidental to holding meetings of the FUND's shareholders; (xii) dues or assessments of or contributions to the Investment Company hereunder Institute or any successor or other industry association; (xiii) such non-recurring expenses as may arise, including litigation affecting the FUND and the legal obligations which are not otherwise specifically provided for in this Section. Except as provided in this Section, the FUND may have to indemnify its officers and Sections 7 Directors with respect thereto; and 10 hereof, (xiv) cost of daily valuation of each of the Underwriters Portfolio's securities and net asset value per share. 5.2 AAL will pay all expenses incident to AAL's performance under this Agreement. In addition, AAL will bear the expenses of their own costs printing and expensesdistributing to its Certificate owners the FUND proxy materials, including proxy cards and voting instruction forms (collectively "proxy information"), tabulating the fees results of their counselproxy solicitations to its Certificate owners, stock transfer taxes on resale of any of printing and distributing to its Certificate owners the Securities by them FUND prospectus, SAI, supplement, proxy material, report to shareholders, and other communication to shareholders, and any advertising expenses connected associated with any offers they may makeadministration of its Certificates.

Fees and Expenses. The Company covenants All fees and agrees expenses incident to the performance of or compliance with the several Underwriters that this Article III by the Company will pay shall be borne by the Company whether or cause not any Registrable Securities are sold pursuant to be paid a Registration Statement. The fees and expenses referred to in the following: foregoing sentence shall include, without limitation, (i) the feesall registration and filing fees (including, disbursements without limitation, fees and expenses of the Company’s counsel and accountants independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparationwriting (including, printing and filing of the Registration Statementwithout limitation, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters Company in connection with such qualification Blue Sky qualifications or exemptions of the Registrable Securities) and in connection (D) with respect to any filing that may be required to be made by any broker through which Subscriber of Registrable Securities intends to make sales of Registrable Securities with the Blue Sky Survey; FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection withCompany, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating Securities Act liability insurance, if the Securities; Company so desires such insurance, and (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent all other persons or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of entities retained by the Company in connection with attending or hosting meetings with prospective purchasers the consummation of the Securities; and transactions contemplated by this Article III. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Article III (ix) including, without limitation, all other costs salaries and expenses incident to of its officers and employees performing legal or accounting duties), the performance expense of any annual audit and the fees and expenses incurred in connection with the listing of the obligations of Registrable Securities on any securities exchange as required hereunder. In no event shall the Company hereunder which are not otherwise specifically provided be responsible for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all any broker or similar commissions of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeSubscriber.

Fees and Expenses. The Company covenants and agrees with the several Underwriters Remarketing Agents that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base any Preliminary Prospectus, any Preliminary Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters Remarketing Agents and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwritersthe Transaction Documents, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery Remarketing of the Remarketed Securities; (iii) all expenses in connection with the qualification of the Remarketed Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b3(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters Remarketing Agents in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters Remarketing Agents in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") Financial Industry Regulatory Authority of the terms of the sale of the Remarketed Securities; (v) any fees charged by securities rating services for rating the Remarketed Securities; (vi) the cost of preparing the Remarketed Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities AgreementRemarketing; (viii) any travel expenses of the Company's ’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securitiesrespect to this Remarketing; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 6 and 10 13 hereof, the Underwriters Remarketing Agents will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Remarketed Securities by them and any advertising expenses connected with any offers Remarketing of the Remarketed Securities that they may make.

Fees and Expenses. The Company covenants and agrees with Subject to Section 16 hereof, the several Underwriters that Mortgage Loan Seller shall pay on the Company will pay Closing Date or cause such later date as may be agreed to be paid by the following: Purchaser (i) the fees, disbursements fees and expenses of counsel the Mortgage Loan Seller’s attorneys and accountants to the Company in connection with the registration reasonable fees and expenses of the Securities under Purchaser’s attorneys, (ii) the Act fees and all other expenses of Deloitte & Touche LLP, (iii) the fee for the use of Depositor’s Registration Statement based on the aggregate original principal amount of the Notes and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the preparation, printing fees and filing expenses of the Registration Statement, Indenture Trustee which shall include without limitation the Base Prospectus, any Preliminary Prospectus fees and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery expenses of the Securities; Indenture Trustee (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Underwriters in connection withTrust Agreement, securing any required the Indenture, the Sale and Servicing Agreement, the Notes and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the National Association of Securities DealersIndenture Trustee, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing expenses for printing or otherwise reproducing the Securities; Notes, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of any trusteeeach Rating Agency (both initial and ongoing), paying agent or transfer agent and (viii) the fees and disbursements expenses relating to the preparation and recordation of counsel for mortgage assignments (including intervening assignments, if any such trusteeand if available, paying agent to evidence a complete chain of title from the originator to the Indenture Trustee) from the Mortgage Loan Seller to the Indenture Trustee or transfer agent the expenses relating to the Opinion of Counsel referred to in connection with a Securities Agreement and Section 6(a) hereof, as the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; case may be, and (ix) all Mortgage File due diligence expenses and other costs and out-of-pocket expenses incident to incurred by the performance Purchaser in connection with the purchase of the obligations Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Company hereunder Notes. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are not otherwise specifically provided for in this Section. Except as provided in this Section, charged by such third party and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makewhich are billed periodically.

Fees and Expenses. The Company covenants Investment Manager shall not be required to pay any expenses of the Funds other than those specifically allocated to the Investment Manager in this section 6. In particular, but without limiting the generality of the foregoing, the Investment Manager shall not be responsible for the following expenses of the Funds: organization and agrees with certain offering expenses of the several Underwriters that Funds (including out-of-pocket expenses, but not including the Company will pay Investment Manager's overhead and employee costs); fees payable to the Investment Manager and to any other of the Funds' advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Corporation's officers and employees; fees and expenses of counsel and accountants the Funds' Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Funds; payments to the Company in connection with Administrator for maintaining the registration Funds' financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Funds; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFunds for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFunds' portfolio securities; (iii) brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Funds, or of entering into other transactions or engaging in any investment practices with respect to the Funds; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses in connection with (specifically including travel expenses relating to the qualification Funds' businesses) of officers, directors and employees of the Securities for offering Corporation who are not interested persons of the Investment Manager; and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; travel expenses (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD"or an appropriate portion thereof) of the terms officers or directors of the sale Corporation who are officers, directors or employees of the Securities; (v) any fees charged by securities rating services for rating Investment Manager to the Securities; (vi) the cost of preparing the Securities; (vii) the fees and extent that such expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant relate to any Securities Agreement; (viii) any travel expenses attendance at meetings of the Company's officers and employees and any other expenses Board of Directors of the Company in connection Corporation with attending respect to matters concerning the Funds, or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makecommittees thereof or advisers thereto.

Fees and Expenses. (a) The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid all costs, fees, and expenses arising in connection with the sale of any Underwritten Securities through the Underwriters and in connection with the performance by the Company of its obligations hereunder and under any Terms Agreement, including the following: (i) expenses incident to the feespreparation and filing of the Registration Statement, disbursements any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, including, without limitation, the fees and expenses of counsel and accountants incident to the Company in connection with the registration of the Securities under the Exchange Act and all other expenses in connection with the preparationSecurities Act, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) expenses incident to the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale issuance and delivery of the such Underwritten Securities; , (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters Company and the Company’s independent registered public accounting firm, (iv) expenses incident to the qualification of such Underwritten Securities under Blue Sky laws and other applicable state securities laws in accordance with the provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection withtherewith and in connection with the preparation of any survey of Blue Sky laws, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating expenses incident to the Securities; printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the cost of preparing fees and expenses, if any, incurred with respect to any applicable filing with the Securities; Financial Industry Regulatory Authority, Inc., (vii) the fees and expenses incurred in connection with the listing of any trusteeUnderwritten Securities on the NYSE, paying agent or transfer agent and (viii) the fees and disbursements of counsel expenses associated with obtaining ratings for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; from nationally recognized statistical rating organizations and (ix) all other costs if applicable, the fees and expenses incident to the performance of the obligations of trustee under the Company hereunder which are not otherwise specifically provided for applicable Indenture. If so stated in this Section. Except as provided in this Section, and Sections 7 and 10 hereofthe applicable Terms Agreement, the Underwriters will pay all agree to reimburse the Company for the stated amount of their own costs its expenses incurred in connection with the transactions contemplated by the applicable Terms Agreement. (b) If (i) the applicable Terms Agreement is terminated pursuant to the second and expensesthird sentences of Section 13 hereof including, including for the fees avoidance of their counseldoubt, stock transfer taxes any termination by the Representative on resale behalf of the Underwriters due to the failure of any of the conditions precedent described in Section 6 hereof or (ii) the Company for any reason fails to tender the Underwritten Securities for delivery to the Underwriters, the Company agrees to reimburse the Underwriters for the fees and expenses of their counsel reasonably incurred by them the Underwriters in connection with the applicable Terms Agreement and any advertising expenses connected with any offers they may makethe offering contemplated thereby.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause JPMorgan has provided certain financial advisory services to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company Crane in connection with the registration Offer and the Merger. Pursuant to a letter agreement among Crane and JPMorgan, dated March 17, 2003, ▇▇▇▇▇ has agreed to pay JPMorgan a fee of $2,000,000 for its services in connection with the Offer and the Merger payable upon, and subject to, closing of the Securities under Merger. In addition, JPMorgan will be reimbursed for its reasonable out-of-pocket expenses, including the Act fees and all other expenses of its counsel, incurred in connection with the Offer and the Merger. ▇▇▇▇▇ has also agreed to indemnify JPMorgan and its affiliates against certain liabilities and expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus Offer and the Final Prospectus and any amendments and supplements thereto and Merger, including under United States federal securities laws. ▇▇▇▇▇ has also retained ▇▇▇▇▇▇▇▇▇ Shareholder Communications Inc. to act as the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents Information Agent in connection with the offeringOffer. The Information Agent may contact holders of Shares by mail, purchasetelephone, sale telex, telegraph, other methods of electronic communications and delivery personal interviews and may request brokers, dealers, banks, trust companies and other nominee stockholders to forward materials relating to the Offer to beneficial owners of Shares. The Information Agent will receive customary and reasonable compensation for such services, plus reimbursement of its out-of-pocket expenses, and ▇▇▇▇▇ will indemnify the Securities; (iii) all Information Agent against certain liabilities and expenses in connection with the qualification of Offer. ▇▇▇▇▇ will pay the Securities Depositary customary and reasonable compensation for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and its services in connection with the Blue Sky Survey; (iv) the filing fees incident toOffer, plus reimbursement for out-of-pocket expenses, and will indemnify the Depositary against certain liabilities and expenses in connection therewith. ▇▇▇▇▇ will reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding material to their customers. The Depositary will also act as the paying agent in connection with the Merger. As more fully described above on pages 32 and 33 of this Offer to Purchase, Signal will pay Crane a fee of $4,500,000 plus certain of ▇▇▇▇▇'▇ expenses in the event that the Merger Agreement is terminated in certain circumstances. In addition, Signal will incur its own fees and disbursements of counsel for the Underwriters expenses in connection with, securing any required review by with the National Association Offer. The following is an estimate of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent to be incurred by Purchaser and the ▇▇▇▇▇: SEC filing fee ........................................ $ 12,400 HSR Act filing fee .................................... 125,000 Depositary and Paying Agent fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement expenses ......... 11,000 Information Agent fees and the Securities issued pursuant expenses ................... 17,000 Printing and mailing expenses ......................... 35,000* Financial advisor's fees and expenses ................. 2,020,000 Legal fees and expenses ............................... 450,000 Miscellaneous expenses ................................ 100,000 ---------- Total ................................................. $2,770,400 * Signal has agreed to any Securities Agreement; (viii) any travel expenses pay 50% of the Company's officers aggregate printing and employees and any other mailing expenses of if the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are Merger is not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makecompleted.

Fees and Expenses. 6.1 The Company covenants and agrees with the several Underwriters that the Company FUND will pay or cause all expenses incident to be paid the FUND's performance under this Agreement. In addition to the investment advisory fee, subject to the expense reimbursement arrangement discussed below, each Portfolio will bear all of its operating expenses that are not specifically assumed by AAL, including the following: (i) the fees, disbursements interest and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; taxes (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securitiesbrokerage commissions; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Surveypremiums; (iv) the filing fees incident to, compensation and the fees and disbursements of counsel expenses for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. (those Directors who are not "NASD"interested" persons under Section 2(a)(19) of the terms of the sale of the SecuritiesAct; (v) any fees charged by securities rating services for rating the Securitiesindependent legal and audit expenses; (vi) fees and expenses of the cost of preparing the SecuritiesFUND's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the fees issuance of its shares, including stock certificates and expenses issuance of any trusteeshares on the payment of, paying agent or transfer agent and the fees and disbursements reinvestment of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreementdividends; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs fees and expenses incident to the performance registration under Federal or state securities laws of the obligations FUND or its shares; (ix) FUND or portfolio organizational expenses; (x) FUND expenses of preparing, printing and mailing reports and notices, proxy material and prospectuses to shareholders of the FUND; (xi) all other expenses incidental to holding meetings of the FUND's shareholders; (xii) dues or assessments of or contributions to the Investment Company hereunder Institute or any successor or other industry association; (xiii) such non-recurring expenses as may arise, including litigation affecting the FUND and the legal obligations which are not otherwise specifically provided for in this Section. Except as provided in this Section, the FUND may have to indemnify its officers and Sections 7 Directors with respect thereto; and 10 hereof, (xiv) cost of daily valuation of each of the Underwriters Portfolio's securities and net asset value per share. 6.2 AAL will pay all expenses incident to AAL's performance under this Agreement. In addition, AAL will pay for all expenses for the printing and distribution to the PLAN administrator or its delegate the FUND proxy materials, proxy cards and voting instructions forms (collectively "proxy information"), tabulating the results of their own costs proxy solicitations, printing and expensesdistributing to the PLAN administrator or its delegate the FUND prospectus, including SAI, supplements, proxy materials, report to shareholders and other communication to shareholders. 6.3 The PLAN will pay all expenses incident to the fees of their counselPLAN's performance under this Agreement. In addition, stock transfer taxes on resale of the PLAN will bear any expenses associated with administration of the Securities by them and any advertising expenses connected with any offers they may makePLAN.

Fees and Expenses. The Company covenants All fees and agrees expenses incident to the performance of or compliance with the several Underwriters that this Article VII by the Company will pay shall be borne by the Company whether or cause not any Registrable Securities are sold pursuant to be paid a Registration Statement. The fees and expenses referred to in the following: foregoing sentence shall include, without limitation, (i) the feesall registration and filing fees (including, disbursements without limitation, fees and expenses of the Company’s counsel and accountants independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the common stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparationwriting (including, printing and filing of the Registration Statementwithout limitation, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters Company in connection with such qualification Blue Sky qualifications or exemptions of the Registrable Securities) and in connection (D) with respect to any filing that may be required to be made by any broker through which the applicable Lender of Registrable Securities intends to make sales of Registrable Securities with the Blue Sky Survey; Financial Industry Regulatory Authority, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection withCompany, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating Securities Act liability insurance, if the Securities; Company so desires such insurance, and (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent all other persons or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of entities retained by the Company in connection with attending or hosting meetings with prospective purchasers the consummation of the Securities; and transactions contemplated by this Article VII. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Article VII (ix) including, without limitation, all other costs salaries and expenses incident to of its officers and employees performing legal or accounting duties), the performance expense of any annual audit and the fees and expenses incurred in connection with the listing of the obligations of Registrable Securities on any securities exchange as required hereunder. In no event shall the Company hereunder which are not otherwise specifically provided be responsible for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all any broker or similar commissions of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeapplicable Lender.

Fees and Expenses. The Company covenants Investment Manager shall not be required to pay any expenses of the Fund other than those specifically allocated to the Investment Manager in this section 7. In particular, but without limiting the generality of the foregoing, the Investment Manager shall not be responsible for the following expenses of the Fund: organization and agrees with certain offering expenses of the several Underwriters that Fund (including out-of-pocket expenses, but not including the Company will pay Investment Manager's overhead and employee costs); fees payable to the Investment Manager and to any other Fund advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Corporation's officers and employees; fees and expenses of counsel and accountants the Fund's Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Company in connection with Administrator for maintaining the registration Fund's financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Fund; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFund for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFund's portfolio securities; (iii) brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses in connection with (specifically including travel expenses relating to the qualification Fund's business) of officers, directors and employees of the Securities for offering Corporation who are not interested persons of the Investment Manager; and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; travel expenses (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD"or an appropriate portion thereof) of the terms officers or directors of the sale Corporation who are officers, directors or employees of the Securities; (v) any fees charged by securities rating services for rating Investment Manager to the Securities; (vi) the cost of preparing the Securities; (vii) the fees and extent that such expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant relate to any Securities Agreement; (viii) any travel expenses attendance at meetings of the Company's officers and employees and any other expenses Board of Directors of the Company in connection Corporation with attending respect to matters concerning the Fund, or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makecommittees thereof or advisers thereto.

Fees and Expenses. The Company covenants All fees and agrees expenses incident to the performance of or compliance with the several Underwriters that this Exhibit A by the Company will pay shall be borne by the Company whether or cause not any Registrable Securities are sold pursuant to be paid a Registration Statement. The fees and expenses referred to in the following: foregoing sentence shall include, without limitation, (i) the feesall registration and filing fees (including, disbursements without limitation, fees and expenses of the Company’s counsel and accountants independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparationwriting (including, printing and filing of the Registration Statementwithout limitation, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters Company in connection with such qualification Blue Sky qualifications or exemptions of the Registrable Securities) and in connection (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the Blue Sky Survey; FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection withCompany, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating 1933 Act liability insurance, if the Securities; Company so desires such insurance, (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent all other persons or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of entities retained by the Company in connection with attending or hosting meetings with prospective purchasers the consummation of the Securities; transactions contemplated by this Exhibit A and (ixvii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration), up to $10,000 for each registration. In addition, the Company shall be responsible for all other costs of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses incident to of its officers and employees performing legal or accounting duties), the performance expense of any annual audit and the fees and expenses incurred in connection with the listing of the obligations of Registrable Securities on any securities exchange as required hereunder. In no event shall the Company hereunder which are not otherwise specifically provided be responsible for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale any broker or similar commissions of any holder of the Securities by them and any advertising expenses connected with any offers they may makeRegistrable Securities.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that (a) Except as provided in Section 10(b), the Company will pay or cause to be paid all costs, fees, and expenses arising in connection with the sale of any Underwritten Securities through the Underwriters and in connection with the performance by the Company of its obligations hereunder and under any Terms Agreement, including the following: (i) the fees, disbursements and expenses of counsel and accountants incident to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing preparation and filing of the Registration Statement, any preliminary prospectus, the Base Time of Sale Prospectus, the Prospectus, any Preliminary Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and the Final Prospectus and any all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; thereto, (ii) expenses incident to the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale issuance and delivery of the such Underwritten Securities; , (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters Company and the Company’s independent registered public accounting firm, (iv) if approved by the Company in advance and in writing, expenses incident to the qualification of such Underwritten Securities under Blue Sky laws and other applicable state securities laws in accordance with the provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection withtherewith and in connection with the preparation of any survey of Blue Sky laws, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating expenses incident to the Securities; printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the cost of preparing fees and expenses, if any, incurred with respect to any applicable filing with the Securities; Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any trusteeUnderwritten Securities on the NYSE and (viii) if applicable, paying agent or transfer agent and the fees and disbursements expenses of counsel the trustee under the applicable Indenture. If so stated in the applicable Terms Agreement, the Underwriters agree to reimburse the Company for any such trustee, paying agent or transfer agent the stated amount of its expenses incurred in connection with a Securities Agreement and the Securities issued pursuant transactions contemplated by the applicable Terms Agreement. (b) The Underwriters agree to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of reimburse the Company for $425,000 of its expenses incurred in connection with attending or hosting meetings with prospective purchasers the offering of the Underwritten Securities; such reimbursement to occur simultaneously with the purchase and (ix) all other costs and expenses incident to the performance sale of the obligations of Underwritten Securities at the Company hereunder which are not otherwise specifically provided for in this Section. Except Closing Time (as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makedefined below).

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: : (ia) the fees, disbursements and expenses of the Company’s counsel and accountants to the Company in connection with the registration of the Securities Shares under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus and the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto thereto, and the mailing and delivering of copies thereof to the Underwriters and dealers; ; (iib) the reasonable cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any the Blue Sky Survey and any other documents Memorandum in connection with the offering, purchase, sale and delivery of the Securities; Shares; (iiic) all reasonable expenses in connection with the qualification of the Securities Shares for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b5(c) 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; survey; (ivd) all fees and expenses in connection with applying to have the Shares quoted on the NASDAQ National Market; (e) the reasonable filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; Shares; (v) any fees charged by securities rating services for rating the Securities; (vif) the cost of preparing the Securities; stock certificates; (viig) the fees cost and expenses charges of any trustee, paying transfer agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreementregistrar; and (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ixh) all other costs and expenses incident to the performance of the Company’s obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except It is understood, however, that, except as expressly provided in this Section, Section and Sections 7 and 10 Section 8 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities Shares by them them, and any marketing and advertising expenses (including any institutional and retail road shows) connected with any offers they may make.

Fees and Expenses. The Company covenants Borrowers agree to pay to the Agent and agrees with the several Underwriters Arranger (as applicable), for their respective benefits, on demand, all reasonable costs and expenses that the Company will pay Agent or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company Arranger pays or incurs in connection with the registration negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the Securities under other Loan Documents, including: (a) Attorney Costs and costs and expenses of auditors, accountants, consultants or appraisers hired by the Act Agent; (b) costs and all other expenses (including, without duplication, attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus Loan Documents and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealerstransactions contemplated thereby; (iic) costs and expenses of lien searches; (d) taxes, fees, and other charges for recording any mortgages, filing financing statements, amendments, and continuations, and other actions to perfect, protect, and continue the cost of printing Agent’s Liens (including costs and expenses paid or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents incurred by the Agent in connection with the offering, purchase, sale and delivery consummation of the SecuritiesAgreement); (iiie) all expenses in connection with sums paid or incurred to pay any amount or take any action reasonably required of any Borrower under the qualification Loan Documents that Borrowers fail to pay or take; (f) costs of appraisals, inspections, and verifications of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereofCollateral, including travel, lodging, and meals for inspections of the reasonable fees Collateral and disbursements the Loan Parties’ operations by the Agent plus the Agent’s then customary charge for field examinations and audits and the preparation of counsel reports thereof (such charge is currently $1,000 per day (or portion thereof) for each Person retained or employed by the Underwriters in connection Agent with such qualification respect to each field examination or audit); and in connection with (g) costs and expenses of forwarding loan proceeds, collecting checks, and other items of payment, and establishing and maintaining Payment Accounts and lock boxes, and costs and expenses of preserving and protecting the Blue Sky Survey; (iv) Collateral. In addition, the filing fees incident toBorrowers agree to pay costs and expenses incurred by the Agent, the Arranger, the Letter of Credit Issuers, and the Lenders (including Attorneys’ Costs and attorneys’ fees of each Lender) to the Agent, the Arranger, the Letter of Credit Issuers, and the Lenders, as applicable, for their respective benefit, on demand, and all reasonable fees, expenses and disbursements of counsel for the Underwriters in connection with, securing any required review incurred by the National Association Agent, the Arranger, the Letter of Securities DealersCredit Issuers, Inc. ("NASD") and the Lenders for any law firm retained by the Agent, the Arranger, any Letter of Credit Issuer, or any Lender, in each case, paid or incurred to obtain payment of the terms Obligations, enforce the Agent’s Liens, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the sale Loan Documents, or to defend any claims made or threatened against the Agent, the Arranger, any Letter of Credit Issuer, or any Lender arising out of the Securities; transactions contemplated hereby (v) any fees charged by securities rating services including preparations for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for consultations concerning any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant matters). The foregoing shall not be construed to limit any Securities Agreement; (viii) any travel expenses other provisions of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other Loan Documents regarding costs and expenses incident to be paid by the Borrowers. All of the foregoing costs and expenses may be (in the sole discretion of the Agent) charged to the performance of Borrowers’ Loan Account as Revolving Loans as described in Section 3.7 up to the obligations of the Company hereunder which are not otherwise specifically provided for in this SectionMaximum Revolver Amount. Except as provided in clause (d) above, this SectionSection 13.7 shall not apply to Taxes, which shall be covered solely by Sections 4.1 and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may make4.3.

Fees and Expenses. The Company covenants Without in any way limiting Sections 8.2(b) and agrees with 8.2(c), if the several Underwriters that the Company will pay or cause to be paid the following: Closing does not occur, (i) all Expenses incurred by Investor shall be paid by Investor and (ii) all Expenses incurred by the feesMI Group or the MVT Group shall be paid by MI Corp. or MVT Corp., disbursements as the case may be. If the Closing occurs, all Expenses incurred by Investor on or prior to the Closing Date shall be paid by MVT Holding or MVT Corp. within three Business Days of the Closing Date by wire transfer of immediately available funds to an account specified in writing by Investor (and no MI Group member shall have any obligation with respect thereto), all Expenses incurred by MVT Group shall be paid by MVT Corp. and all Expenses incurred by the MI Group shall be paid by MI Corp. All Expenses of any party incurred after the Closing Date shall be paid by such party. As used in this Agreement, “Expenses” means all out-of-pocket expenses (including applicable filing and registration fees and all fees and expenses of counsel counsel, accountants, investment bankers, printers, experts and accountants consultants to a party hereto and its Affiliates) incurred by a party hereto or on its behalf in connection with or related to the Company authorization, preparation, negotiation, execution and performance of this Agreement, the Transaction Agreements and the Transactions and the transactions contemplated under the Transaction Agreements, including the preparation, printing, filing and mailing of the Form S-4, the Form 10 and the Proxy Statement and all other matters related to the Transactions. All fees or expenses charged by Persons providing the Debt Financing to MVT Holding, MVT Corp. and their respective Subsidiaries, any interest expenses of the Debt Financing and any reasonable and documented out-of-pocket expenses of MI Corp., MVT Corp., MVT Holding or any of their respective Subsidiaries and, if the Closing occurs, Investor or the Equity Fund (including applicable filing and registration fees and all fees and expenses of counsel, accountants, investment bankers, printers, experts and consultants to a party hereto and its Affiliates), incurred in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing Debt Financing shall be borne by MVT Corp. or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeMVT Holding).

Fees and Expenses. The Company covenants Investment Adviser shall not be required to pay any expenses of the Funds other than those specifically allocated to the Investment Adviser in this Agreement. In particular, but without limiting the generality of the foregoing, the Investment Adviser shall not be responsible for the following expenses of the Funds: organization and agrees with certain offering expenses of the several Underwriters that Funds (including out-of-pocket expenses, but not including the Company will pay Investment Adviser's overhead and employee costs); fees payable to the Investment Adviser and to any other of the Funds' advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Funds in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of counsel and accountants the Funds' Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Funds; expenses of establishing or implementing the Funds' compliance program; payments to the Company in connection with Administrator for maintaining the registration Funds' financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Funds; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFunds for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFunds' portfolio securities; (iii) brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Funds, or of entering into other transactions or engaging in any investment practices with respect to the Funds; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; costs of stationery or other office supplies; any litigation expenses; costs of shareholders' and other meetings; the compensation and all expenses in connection with (specifically including travel expenses relating to the qualification Funds' businesses) of officers, Trustees and employees of the Securities for offering Trust who are not interested persons of the Investment Adviser; and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; travel expenses (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD"or an appropriate portion thereof) of the terms officers or Trustees of the sale Trust who are officers, trustees or employees of the Securities; (v) Investment Adviser to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust with respect to matters concerning the Funds, or any fees charged by securities rating committees thereof or advisers thereto. Notwithstanding anything herein to the contrary, the Investment Adviser may, if requested: provide the services of one of its officers as the Chief Compliance Officer of the Funds provided that the Investment Adviser may be compensated and/or reimbursed for rating the Securities; (vi) the cost of preparing providing the Securities; (vii) services of the fees Chief Compliance Officer of the Funds and expenses of any trustee, paying agent or transfer agent compliance staff from time to time as agreed to between the Investment Adviser and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued Trust pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending a support services or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makesimilar agreement.

Fees and Expenses. The Company covenants and agrees with the several Underwriters Remarketing Agents that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base any Preliminary Prospectus, any Preliminary Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealersRemarketing Agents; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, Transaction Document any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery remarketing of the Remarketed Securities; (iii) all expenses in connection with the qualification of the Remarketed Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b3(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters Remarketing Agents in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters Remarketing Agents in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") FINRA of the terms of the sale of the Remarketed Securities; (v) any fees charged by securities rating services for rating the Remarketed Securities; (vi) the cost of preparing the Remarketed Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreementagent; (viii) any travel expenses of the Company's ’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers respect to this remarketing of the Remarketed Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 6 and 10 13 hereof, the Underwriters Remarketing Agents will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Remarketed Securities by them and any advertising expenses connected with any offers remarketing of the Remarketed Securities that they may make.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (ia) the feesExcept as provided below, disbursements all fees and expenses (including any broker's or finder's fees and the expenses of counsel representatives and accountants to the Company counsel) incurred in connection with the registration Transactions shall be paid by the party incurring such fees or expenses, whether or not the Transactions are consummated. (b) Ashland and Marathon shall share equally (i) fees and expenses of the Securities under the Act and all other expenses Morgan Joseph & Co., Inc. in connection with its appraisal of the preparation▇▇▇▇▇▇ ▇▇▇▇▇▇ss and the VIOC Centers, (ii) fees and expenses of D&T for purposes of allocating the value of MAP to its assets in anticipation of the MAP Partial Redemption and for use by Marathon for GAAP reporting purposes, (iii) fees and expenses of Patton Boggs LLP in connection with obtaining the consent from the ▇▇▇▇▇t▇▇▇▇ of Transportation with respect to the transfer of Ashland's interest in LOOP LLC, as required by the permit issued by the Department of Transportation relating to LOOP LLC, (iv) fees and expenses incurred in connection with filing, printing and filing mailing of the Registration Proxy Statement and the Forms S-4, including the SEC filing fees associated with the Proxy Statement, the Base Prospectus, any Preliminary Prospectus Marathon Form S-4 and the Final Prospectus Ashland Form S-4; provided, however, that each of Ashland and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) Marathon shall pay the fees and expenses of any trusteetheir respective counsel and independent auditors in connection with the preparation and filing of such documents and (v) fees and expenses of one firm engaged by Ashland, paying agent or transfer agent and reasonably acceptable to Marathon, with respect to the solicitation of proxies in connection with the Ashland Shareholders Meeting. Except as set forth in Section 9.03(d)(i), Marathon shall pay the fees and disbursements expenses of counsel for any such trustee, paying agent or transfer agent AAA in connection with a Securities Agreement the Initial AAA Opinions and the Securities issued pursuant to any Securities Agreement; (viii) any travel Bring-Down AAA Opinions and Ashland shall pay the fees and expenses of the Company's officers and employees and any other expenses of the Company HLHZ in connection with attending or hosting meetings the Initial HLHZ Opinion and the Bring-Down HLHZ Opinion. Marathon shall pay the fees (other than any guarantee fee payable after Closing pursuant to the Reimbursement Agreement) and expenses relating to the HoldCo Borrowing. Merger Sub shall pay any guarantee fee payable after Closing pursuant to the Reimbursement Agreement. Ashland shall pay the fees and expenses relating to obtaining the consents referred to in Section 10.02(c) (Specified Consents). Costs and expenses incurred in connection with prospective purchasers the arrangements described in Section 9.02(e) of the SecuritiesPut/Call Agreement, if applicable, shall be allocated in accordance with such section. (c) Ashland shall pay to Marathon a fee of $30,000,000 (the "Termination Fee") if: (i) Marathon terminates this Agreement pursuant to Section 11.01(d); and (ixii) all other costs and expenses incident Ashland terminates this Agreement pursuant to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of Section 11.01(f); or (iii) any of the Securities by them and any advertising expenses connected with any offers they may make.person makes a Competing Ashland Proposal that was publicly disclosed prior to the

Fees and Expenses. The Company covenants and agrees with each of the several Underwriters that the Company will pay or cause to be paid the following: (ia) the reasonable out-of-pocket expenses incurred by the Underwriters in connection with the transactions contemplated hereby (regardless of whether the sale of the Shares is consummated), including, without limitation, disbursements, fees and expenses of the Underwriters’ counsel (in an amount not to exceed $125,000), and marketing, syndication and travel expenses; (b) the fees, disbursements and expenses of the Company’s counsel and accountants to the Company in connection with the registration of the Securities Shares under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base any Preliminary Prospectus, any Preliminary Permitted Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (iic) the cost of printing or producing this Agreement, closing documents (including any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the SecuritiesShares; (iiid) all fees and expenses in connection with listing the qualification Shares on the Nasdaq Capital Market; (e) the cost of preparing stock certificates; (f) the cost and charges of any transfer agent or registrar; (g) the costs and expenses of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and Company relating to investor presentations on any “road show” undertaken in connection with the Blue Sky Surveymarketing of the Shares, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show with the consent of the Company; (ivh) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, to securing any required review by the National Association of Securities Dealers, Inc. ("NASD") FINRA of the terms of the sale of the SecuritiesShares; (vi) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trusteeall costs, paying agent or transfer agent and the expenses, fees and disbursements of counsel for any such trustee, paying agent incurred or transfer agent made in connection with a Securities Agreement and matters related to the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of Reserved Shares which are designated by the Company in connection with attending or hosting meetings with prospective purchasers of for sale to the SecuritiesInvitees; and (ixj) all other costs and expenses incident to the performance of the its obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeSection 6.

Fees and Expenses. The Company covenants and agrees with (a) As compensation for the several Underwriters that services rendered to the Company will Funds pursuant to this Agreement, each Fund shall pay or cause JPMIS monthly fees determined as set forth in Schedule B to this Agreement. Such fees are to be paid billed monthly and shall be due and payable upon receipt of the following: invoice. Upon any termination of the provision of services under this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of such termination. (ib) For the feespurpose of determining fees calculated as a function of the Funds' assets, disbursements the value of the Funds' assets and net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles, and resolutions of the Board. (c) Trust may request additional services, additional processing, or special reports, with such specifications and requirements documentation as may be reasonably required by JPMIS. In addition, significant regulatory and legal changes and changes in the Funds' status may necessitate additional services, processing or reports. In either instance, if JPMIS elects to provide such services or arrange for their provision, it shall be entitled to additional fees and expenses of counsel at negotiated rates and accountants to the Company in connection with the registration of the Securities under the Act and all other charges. (d) JPMIS will bear its own expenses in connection with the preparationperformance of the services under this Agreement except as provided herein or as agreed to by the parties. Trust agrees to promptly reimburse JPMIS for any services, equipment or supplies ordered by Trust through JPMIS and for any other expenses that JPMIS may incur on Trust's behalf at Trust's or a Fund's request or as consented to by Trust. Such other expenses to be incurred in the operation of the Funds and to be borne by Trust or the Funds, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and trustees who are not officers, directors, shareholders or employees of JPMIS, or the Funds' investment adviser or distributor; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; ▇▇▇▇▇ filing fees, processing services and related fees; postage and mailing costs; costs of share certificates; advisory and administration fees; charges and expenses of pricing and data services, independent public accountants and custodians; insurance premiums including fidelity bond premiums; legal expenses; consulting fees; customary bank charges and fees; costs of maintenance of trust existence; expenses of typesetting and printing of Prospectuses for regulatory purposes and for distribution to current shareholders of the Funds (the Funds' distributor to bear the expense of all other printing, production, and distribution of Prospectuses, and marketing materials); expenses of printing and filing production costs of shareholders' reports and proxy statements and materials; expenses of proxy solicitation, proxy tabulation and annual meetings; costs and expenses of Fund stationery and forms; costs and expenses of special telephone and data lines and devices; costs associated with trust, shareholder, and Board meetings; trade association dues and expenses; reprocessing costs to JPMIS caused by third party errors; copying charges; microfilm and storage, audio response unit costs; corporate action services; service termination and conversion costs; any expenses necessitated by regulatory or legal changes; and any extraordinary expenses and other customary Fund expenses. In addition, JPMIS may utilize one or more independent pricing services to obtain securities prices and to act as backup to the primary pricing services designated by Trust or the Funds, in connection with determining the net asset values of the Registration Statement, Funds. Trust will reimburse JPMIS for the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering Funds' share of copies thereof to the Underwriters and dealers; (ii) the cost of printing such services based upon the actual usage, or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery a pro-rata estimate of the Securities; (iii) all expenses in connection with the qualification use, of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel services for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") benefit of the terms Funds. (e) All fees, out-of-pocket expenses, or additional charges of JPMIS shall be billed on a monthly basis and shall be due and payable upon receipt of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeinvoice.

Fees and Expenses. The Company covenants and agrees with Subject to Section 16 hereof, the several Underwriters that Mortgage Loan Seller shall pay on the Company will pay Closing Date or cause such later date as may be agreed to be paid by the following: Purchaser (i) the fees, disbursements fees and expenses of counsel the Mortgage Loan Seller's attorneys and accountants to the Company in connection with the registration reasonable fees and expenses of the Securities under Purchaser's attorneys, (ii) the Act fees and all other expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser's Registration Statement based on the aggregate original principal amount of the Notes and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel's fees and expenses in connection with any "blue sky" and legal investment matters, (v) the preparation, printing fees and filing expenses of the Registration Statement, Grantor Trustee which shall include without limitation the Base Prospectus, any Preliminary Prospectus fees and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery expenses of the Securities; Grantor Trustee (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for its counsel) with respect to (A) legal and document review of this Agreement, the Underwriters in connection withTrust Agreement, securing any required the Indenture, the Servicing Agreement, the Notes and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the National Association of Securities DealersGrantor Trustee, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing expenses for printing or otherwise reproducing the Securities; Notes, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of any trusteeeach Rating Agency (both initial and ongoing), paying agent or transfer agent and (viii) the fees and disbursements expenses relating to the preparation and recordation of counsel for mortgage assignments (including intervening assignments, if any such trusteeand if available, paying agent to evidence a complete chain of title from the originator to the Grantor Trustee) from the Mortgage Loan Seller to the Grantor Trustee or transfer agent the expenses relating to the Opinion of Counsel referred to in connection with a Securities Agreement and Section 6(a) hereof, as the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; case may be, and (ix) all Mortgage File due diligence expenses and other costs and out-of-pocket expenses incident to incurred by the performance Purchaser in connection with the purchase of the obligations Mortgage Loans and by Bear ▇▇▇▇▇▇▇ in connection with the sale of the Company hereunder Notes. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are not otherwise specifically provided for in this Section. Except as provided in this Section, charged by such third party and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makewhich are billed periodically.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and all expenses of counsel and accountants incident to the Company performance of its obligations under this Agreement and the Pricing Agreement, including but not limited to (A) any filing fees and other expenses incurred in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offering and sale under the state securities or “blue sky” laws and insurance securities laws of such jurisdictions in the United States as provided in Section 4(b) hereof, the Representatives reasonably request (including the those reasonable fees and disbursements of counsel for to the Underwriters incurred in connection with such qualification and in connection with the Blue Sky Survey; (ivqualifications) the filing fees incident to, and the fees preparation and disbursements printing of counsel for memoranda relating thereto, (B) costs and expenses related to the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of Offered Securities (including filing fees and the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the reasonable fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for the Underwriters relating to such review), (C) the Company’s costs and expenses relating to investor presentations or any such trustee, paying agent or transfer agent “road show” in connection with a the offering and sale of the Offered Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) including, without limitation, any travel expenses of the Company's ’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers including the chartering of the Securities; and airplanes, (ixD) all other costs fees and expenses incident to listing the performance Offered Securities on the New York Stock Exchange, (E) fees and expenses in connection with the registration of the obligations Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and (G) for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. In addition to the foregoing, the Company will pay the Representatives of behalf of the Company hereunder which Underwriters on the First Closing Date reasonable out-of-pocket expenses incurred by the Underwriters (up to an aggregate amount of $750,000, exclusive of Value Added Tax or similar taxes, if such tax or taxes are not otherwise specifically provided for in this Sectionapplicable). Except as provided in this Section, and Sections 7 and 10 hereofIn addition, the Underwriters Company will also pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any and expenses of the Securities by them and any advertising expenses connected with any offers they may makeQualified Independent Underwriter.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base any Preliminary Prospectus, any Preliminary Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing certificates representing the Securities, this Agreement, any Pricing Agreement, any Securities Deposit Agreement, any Agreement among Underwritersthe Certificate of Designations, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b4(c) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”) of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the SecuritiesSecurities and all costs and expenses incident to listing the Depositary Shares on the NYSE; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trusteetransfer agent, paying agent registrar or transfer agent depositary for the Securities and the fees and disbursements of counsel for any such trusteetransfer agent, paying agent registrar or transfer agent depositary for the Securities in connection with a Securities the Certificate of Designations, any Depositary Receipts, any Depositary Agreement and the Securities issued sold and delivered pursuant to any Securities Pricing Agreement; (viii) any travel expenses of the Company's ’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers of the Securities that they may make.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay all costs, fees, and expenses arising in connection with the sale of any Securities through the Banks in their capacity as agents or cause to be paid the Banks in their capacity as underwriters and in connection with the performance by the Banks of their related obligations hereunder and under any Terms Agreement, including the following: (ia) the fees, disbursements and expenses of counsel and accountants incident to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing preparation and filing of the Registration Statement, any preliminary prospectus, the Base Prospectus, any Preliminary free writing prospectus and the Time of Sale Prospectus and the Final Prospectus and any all amendments and supplements thereto and the mailing and delivering of copies thereof thereto, (b) expenses incident to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale issuance and delivery of such Securities, (c) the Securities; fees and disbursements of the Company’s Counsel, the Tax Counsel, the Company’s Auditors and the Trustee, (iiid) all expenses in connection with incident to the qualification of the such Securities for offering under Blue Sky laws and sale under other applicable state securities laws and insurance securities laws as provided in accordance with the provisions of Section 4(b8(d) hereof, including related filing fees and the reasonable fees and disbursements of counsel for the Underwriters Banks’ Counsel in connection with such qualification therewith and in connection with the preparation of any survey of Blue Sky laws (a “Blue Sky Survey; ”), (ive) expenses incident to the filing fees incident toprinting and delivery to the Banks, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto, of the Prospectus and all amendments and supplements thereto, and of the Time of Sale Prospectus and all amendments and supplements thereto, (f) expenses incident to the printing and delivery to the Banks, in such quantities as each Bank shall reasonably request, of copies of the Indenture, any Warrant Agreement, any Unit Agreement and any Blue Sky Survey, (g) any fees charged by rating agencies for the rating of such Securities, (h) the fees and disbursements of counsel for the Underwriters in connection withexpenses, securing if any, incurred with respect to any required review by applicable filing with the National Association of Securities Dealers, Inc. and ("NASD"i) the reasonable fees and disbursements of the terms of Banks’ Counsel incurred in connection with the offering and sale of such Securities, including reasonable fees for the Securitiesissuance of any opinion to be delivered by the Banks’ Counsel hereunder; (v) any fees charged provided, however, that each Bank will pay all costs, fees, and expenses incurred by securities rating services such Bank in connection with the purchase of Securities by such Bank for rating its own account or with respect to the Securities; (vi) the cost resale of preparing the Securities; (vii) the Securities purchased by such Bank in its capacity as underwriter hereunder, including all transfer taxes, advertising expenses, and fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses Banks’ Counsel incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makesuch Securities.

Fees and Expenses. The Company covenants Sub-Adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to the Sub-Adviser in this Section 8. In particular, but without limiting the generality of the foregoing, the Sub-Adviser shall not be responsible for the following expenses of the Fund: organization and agrees with offering expenses of the several Underwriters that Fund; fees payable to the Company will pay Sub-Adviser and to any other Fund advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust’s officers and employees; fees and expenses of counsel and accountants the Fund’s Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Company in connection with administrator for maintaining the registration Fund’s financial books and records and calculating daily net asset values; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Fund; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFund for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFund’s portfolio securities; (iii) brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing Prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders’ and other meetings; and the compensation and all expenses in connection with (specifically including travel expenses relating to the qualification Fund’s business) of officers, trustees and employees of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeTrust.

Fees and Expenses. The Company covenants All expenses incident to the Company’s performance of or compliance with this Agreement including, without limitation, all registration and agrees with filing fees payable by the several Underwriters that the Company will pay or cause to be paid the following: (i) the feesCompany, disbursements fees and expenses of counsel and accountants to compliance by the Company in connection with the registration securities or blue sky laws, printing expenses of the Securities under the Act Company, messenger and all other delivery expenses in connection with the preparation, printing and filing of the Registration StatementCompany, the Base Prospectus, any Preliminary Prospectus reasonable fees and expenses of a single counsel retained by the Final Prospectus and any amendments and supplements thereto and the mailing and delivering Designated Holders of copies thereof to the Underwriters and dealers; a majority (iiby number of shares) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses Registrable Securities requested to be included in connection with the qualification of the Securities for offering such Registration Statement and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification Company and in connection with all independent certified public accountants of the Blue Sky Survey; (iv) Company, and other Persons retained by the filing fees incident toCompany will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities or any of the expenses incurred by any Designated Holder that are not payable by the Company, such costs to be borne by such Designated Holder or Holders, including, without limitation, underwriting fees, discounts and expenses, if any, applicable to any Designated Holder’s Registrable Securities; fees and disbursements of counsel for the Underwriters in connection with, securing or other professionals that any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent Designated Holder may choose to retain in connection with a Securities the Registration Statement filed pursuant to this Agreement and (except as otherwise provided above or in the Securities issued pursuant Purchase Agreement); selling commissions or stock transfer taxes applicable to the Registrable Securities registered on behalf of any Securities AgreementDesignated Holder; (viii) any travel expenses of the Company's officers and employees and any other expenses incurred by or on behalf of the Company such Designated Holder in connection with attending or hosting meetings with prospective purchasers the offer and sale of the Securities; and (ix) all such Designated Holder’s Registrable Securities other costs and than expenses incident to the performance of the obligations of that the Company hereunder which are not otherwise specifically provided for in is expressly obligated to pay pursuant to this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeAgreement.

Fees and Expenses. The Company covenants Sub-Adviser shall not be required to pay any expenses of the Funds other than those specifically allocated to the Sub-Adviser in this section 8. In particular, but without limiting the generality of the foregoing, the Sub-Adviser shall not be responsible for the following expenses of the Funds: organization and agrees with offering expenses of the several Underwriters that Fund; fees payable to the Company will pay Sub-Adviser and to any other Fund advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to a Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust's officers and employees; fees and expenses of counsel and accountants the Funds' Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Funds; payments to the Company in connection with the registration Administrator for maintaining each Fund's financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by a Fund; expenses relating to investor and filing public relations; expenses of the Registration Statementregistering and qualifying shares of a Fund for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFunds' portfolio securities; (iii) brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of a Fund, or of entering into other transactions or engaging in any investment practices with respect to a Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to shareholders; costs of stationery or other office supplies; any litigation expenses; costs of shareholders' and other meetings and proxy solicitations; the compensation and all expenses in connection with (specifically including travel expenses relating to the qualification Fund's business) of officers, trustees and employees of the Securities for offering Trust who are not interested persons of the Investment Manager; and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; travel expenses (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD"or an appropriate portion thereof) of the terms officers or trustees of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeTrust.

Fees and Expenses. The Company covenants All expenses incident to the Company’s performance of or compliance with this Agreement including, without limitation, all registration and agrees with filing fees payable by the several Underwriters that the Company will pay or cause to be paid the following: (i) the feesCompany, disbursements fees and expenses of counsel and accountants to compliance by the Company in connection with the registration securities or blue sky laws, printing expenses of the Securities under the Act Company, messenger and all other delivery expenses in connection with the preparation, printing and filing of the Registration StatementCompany, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification Company and in connection with all independent certified public accountants of the Blue Sky Survey; (iv) Company, and other Persons retained by the filing fees incident toCompany will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association or other quotation system on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Holders of a majority (by number of shares) of the Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and any of the expenses incurred by any Holder which are not payable by the Company, such costs to be borne by such Holder or Holders, including, without limitation, underwriting fees, discounts and expenses, if any, applicable to any Holder’s Registrable Securities; fees and disbursements of counsel for the Underwriters in connection with, securing or other professionals that any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent Holder may choose to retain in connection with a Securities Agreement and the Securities issued Registration Statement filed pursuant to this Agreement (except as otherwise provided herein); selling commissions or stock transfer taxes applicable to the Registrable Securities registered on behalf of any Securities AgreementHolder; (viii) any travel expenses of the Company's officers and employees and any other expenses incurred by or on behalf of the Company such Holder in connection with attending or hosting meetings with prospective purchasers the offer and sale of the Securities; and (ix) all such Holder’s Registrable Securities other costs and than expenses incident to the performance of the obligations of which the Company hereunder which are not otherwise specifically provided for in is expressly obligated to pay pursuant to this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeAgreement.

Fees and Expenses. The Company covenants Sub-Adviser shall not be required to pay any expenses of the Funds other than those specifically allocated to the Sub-Adviser in this Section 8. In particular, but without limiting the generality of the foregoing, the Sub-Adviser shall not be responsible for the following expenses of the Fund: organization and agrees with certain offering expenses of the several Underwriters that Funds (including out-of-pocket expenses, but not including the Company will pay Sub-Adviser's overhead and employee costs); fees payable to the Sub-Adviser and to any other Funds advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Funds in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Company's officers and employees; fees and expenses of counsel and accountants the Funds' Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Funds; payments to the Company in connection with Administrator for maintaining the registration Funds' financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Funds; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFunds for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFunds' portfolio securities; (iii) brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Funds, or of entering into other transactions or engaging in any investment practices with respect to the Funds; expenses of printing and distributing Prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses in connection with (specifically including travel expenses relating to the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD"Funds' business) of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trusteeofficers, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers directors and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers who are not interested persons of the SecuritiesSub-Adviser; and travel expenses (ixor an appropriate portion thereof) all other costs and expenses incident to the performance of the obligations officers or Directors of the Company hereunder which who are not otherwise specifically provided for in this Section. Except as provided in this Sectionofficers, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any directors or employees of the Securities by them and Sub-Adviser to the extent that such expenses relate to attendance at meetings of the Directors with respect to matters concerning the Funds, or any advertising expenses connected with any offers they may makecommittees thereof or advisers thereto.

Fees and Expenses. (a) As compensation to Placement Agent for its services hereunder, Issuer agrees to pay Placement Agent, concurrent with each Closing of the Offering, the compensation described in Exhibit B. The Company covenants Offering Success Fee identified in Exhibit B shall be payable with respect to any Securities sold to any Investor. An Investor is any person or entity that has executed or otherwise entered into a subscription agreement or other form of sale or purchase order related to the Offering. Source of facilitation of specific investments, as needed, will be determined by use of designated URLs, tracking pixels, investor-entered ID codes, referral source dropdown menus, or other supporting evidence as shall be mutually agreed by the Parties, including but not limited to CRM software or email records. (b) Any Advisory/Consulting Fee described in Exhibit B is nonrefundable, and payable to Placement Agent within five days of the latter of FINRA Rule 5110 approval of this Agreement or SEC qualification of the Offering. (c) Any Advance on Expenses described in Exhibit B is payable to Placement Agent within five days of execution of this Agreement, and is refundable to the extent not used. Moreover, Issuer agrees to reimburse Placement Agent for all out-of-pocket expenses incurred in connection with its engagement hereunder, including (x) all reasonable travel (which shall include, without limitation, business or first-class airfare for a flight longer than four hours), lodging and related incidental expenditures, (y) the several Underwriters that the Company will pay or cause to be paid the following: reasonable fees and expenses of Placement Agent’s legal counsel incurred in connection with (i) the fees, disbursements and expenses of counsel and accountants to the Company in connection with the registration performance of the Securities under the Act matters contemplated hereby and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost payment of printing or producing this Agreementall fees and expenses due to Company hereunder, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents (excluding in connection with the offeringany fee dispute), purchase, sale and delivery of the Securities; (iiiz) all expenses reasonable amounts paid to other outside professionals or experts, accountants, independent consultants retained in connection with the qualification Placement Agent’s performance of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters matters contemplated hereby in connection with an Offering (including expenses incurred and charged by such qualification and outside professionals or experts, accountants, independent consultants); provided, however, that any such expenses other than expenses incurred by Placement Agent described in connection with clause 2(d)(y)(ii) above, which individually, or in the Blue Sky Survey; (iv) the filing fees incident toaggregate, and the fees and disbursements of counsel for the Underwriters exceed $10,000.00 must be approved in connection with, securing any required review advance by the National Association of Securities Dealers, Inc. ("NASD") written consent of the terms Issuer which approval shall not be unreasonably withheld; and provided further, that upon any such approval by Issuer, Issuer shall make payment in advance to Placement Agent of the sale estimated amount of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the such out-of-pocket expenses. Maximum aggregate fees and expenses of to be paid or reimbursed to, or paid on behalf of, Placement Agent with or without Issuer approval shall not exceed $40,000. That maximum includes any trustee, paying agent fees or transfer agent and the fees and disbursements of Placement Agent outside counsel referenced in Section 2(e)(vi), below. Any excess costs or fees for goods or services sought by Issuer in relation to Offering shall be paid directly by Issuer to relevant third parties. Placement Agent agrees to provide any such trustee, paying agent or transfer agent documents reasonably requested by Issuer in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses support of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and its expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

Fees and Expenses. The Company covenants Subadviser shall not be required to pay any expenses of the Fund other than those specifically allocated to the Subadviser in this section 7. In particular, but without limiting the generality of the foregoing, the Subadviser shall not be responsible for the following expenses of the Fund: organization and agrees with certain offering expenses of the several Underwriters that Fund (including out-of-pocket expenses, but not including the Company will pay Subadviser's overhead and employee costs); fees payable to the Subadviser and to any other Fund advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Company's officers and employees; fees and expenses of counsel and accountants the Fund's Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Company in connection with Administrator for maintaining the registration Fund's financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Fund; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFund for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFund's portfolio securities; (iii) brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses in connection with (specifically including travel expenses relating to the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD"Fund's business) of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trusteeofficers, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers directors and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers who are not interested persons of the SecuritiesSubadviser; and travel expenses (ixor an appropriate portion thereof) all other costs and expenses incident to the performance of the obligations officers or directors of the Company hereunder which who are not otherwise specifically provided for in this Section. Except as provided in this Sectionofficers, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any directors or employees of the Securities by them and Subadviser to the extent that such expenses relate to attendance at meetings of the Board of Directors of the Company with respect to matters concerning the Fund, or any advertising expenses connected with any offers they may makecommittees thereof or advisers thereto.

Fees and Expenses. The Company covenants Sub-Adviser shall not be required to pay any expenses of the Fund other than those specifically allocated to the Sub-Adviser in this section 6. In particular, but without limiting the generality of the foregoing, the Sub-Adviser shall not be responsible for the following expenses of the Fund: organization and agrees with certain offering expenses of the several Underwriters that Fund (including out-of-pocket expenses, but not including the Company will pay Sub-Adviser’s overhead and employee costs); fees payable to the Sub-Adviser and to any other Fund advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust’s officers and employees; fees and expenses of counsel and accountants the Fund’s Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Company in connection with Administrator for maintaining the registration Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Fund; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFund for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFund’s portfolio securities; (iii) brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders’ and other meetings; the compensation and all expenses in connection with (specifically including travel expenses relating to the qualification Fund’s business) of officers, trustees and employees of the Securities for offering Trust who are not interested persons of the Sub-Adviser; and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; travel expenses (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD"or an appropriate portion thereof) of the terms officers or trustees of the sale Trust who are officers, directors or employees of the Securities; (v) any fees charged by securities rating services for rating Sub-Adviser to the Securities; (vi) the cost of preparing the Securities; (vii) the fees and extent that such expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant relate to any Securities Agreement; (viii) any travel expenses attendance at meetings of the Company's officers and employees and any other expenses Board of Trustees of the Company in connection Trust with attending respect to matters concerning the Fund, or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makecommittees thereof or advisers thereto.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base any Preliminary Prospectus, any Preliminary Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwritersthe Certificate of Designations, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b4(c) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") Financial Industry Regulatory Authority of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a the Certificate of Designations and Securities Agreement sold and the Securities issued delivered pursuant to any Securities Pricing Agreement; (viii) any travel expenses of the Company's ’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers of the Securities that they may make.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents Legal Investment Memoranda in connection with the offering, purchase, sale and delivery of the Securities; (iii) all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Surveyand Legal Investment surveys; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, to securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trusteeTrustee, paying agent Debt Warrant Agent, Paying Agent or transfer agent Transfer Agent and the fees and disbursements of counsel for any such trusteeTrustee, paying agent Debt Warrant Agent, Paying Agent or transfer agent Transfer Agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; and (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the its obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except It is understood, however, that, except as provided in this Section, Section 8 and Sections 7 and 10 Section 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them them, and any advertising expenses connected with any offers they may make.

Fees and Expenses. The Company covenants Holdings and agrees with each Borrower agree, jointly and severally, to pay to each Agent, the several Underwriters that Letter of Credit Issuers and the Company will pay or cause to be paid the following: (i) the feesSwingline Lender for its benefit, disbursements on demand, all reasonable documented out-of-pocket costs and expenses of counsel and accountants to the Company that such Person pays or incurs in connection with the registration negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the Securities under the Act other Loan Documents, including: (a) Attorney Costs; (b) costs and all other expenses (including Attorney Costs) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus Loan Documents and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealerstransactions contemplated thereby; (iic) costs and expenses of lien searches; (d) taxes, fees, and other charges for filing financing statements and continuations, and other actions to perfect, protect, and continue the cost of printing Collateral Agent’s Liens (including costs and expenses paid or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents incurred by an Agent in connection with the offeringconsummation of this Agreement); (e) sums paid or incurred to pay any amount or take any action required of Holdings or any Borrower under the Loan Documents that Holdings or such Borrower fails to pay or take; (f) costs of appraisals, purchaseinspections, sale and delivery verifications of the SecuritiesCollateral, including travel, lodging, and meals for inspections of the Collateral and Holdings’ and the Borrowers’ operations by the Collateral Agent plus the Collateral Agent’s then customary charge for field examinations and audits and the preparation of reports thereof (such charge is currently $1,000 per day (or portion thereof) for each agent or employee of the Collateral Agent with respect to each field examination or audit); (iiig) costs and expenses of forwarding loan proceeds, collecting checks, and other items of payment, and establishing and maintaining Payment Accounts and lock boxes; (h) costs and expenses of preserving and protecting the Collateral; and (i) costs and expenses (including Attorney Costs) paid or incurred to obtain payment of the Obligations, enforce the Collateral Agent’s Liens, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the Loan Documents. The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by the Loan Parties. Additionally, Holdings and each Borrower agree, jointly and severally, to pay each Lender all reasonable documented out-of-pocket costs and expenses that such Lender incurs in connection with the qualification enforcement or collection of the Securities for offering and sale its rights under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities this Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses Loan Document. All of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other foregoing costs and expenses incident may be charged to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for Loan Account as Revolving Loans as described in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeSection 4.5.

Fees and Expenses. The Company covenants and Borrower agrees with to pay to the several Underwriters that the Company will pay or cause to be paid the following: (i) the feesAgent, disbursements for its benefit, on demand, all costs and expenses of counsel and accountants to the Company that Agent pays or incurs in connection with the registration negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the Securities under the Act other Loan Documents, including: (a) reasonable Attorney Costs; (b) costs and all other reasonable expenses (including attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus Loan Documents and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealerstransactions contemplated thereby; (iic) costs and reasonable expenses of lien and title searches and title insurance; (d) taxes, fees and other charges for filing financing statements and continuations, and other actions to perfect, protect, and continue the cost of printing Agent’s Liens (including costs and reasonable expenses paid or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents incurred by the Agent in connection with the offering, purchase, sale and delivery consummation of Agreement); (e) sums paid or incurred to pay any amount or take any action required of the SecuritiesBorrower under the Loan Documents that the Borrower fails to pay or take; (iiif) all expenses in connection with the qualification costs of appraisals, inspections, and verifications of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereofCollateral, including travel, lodging, and meals for inspections of the Collateral and the Borrower’s operations by the Agent plus the Agent’s then customary charge for field examinations and audits and the preparation of reports thereof (such charge is currently $750 per day (or portion thereof) for each agent or employee of the Agent with respect to each field examination or audit); (g) costs and reasonable expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining any blocked accounts and lock boxes; (h) costs and reasonable expenses of preserving and protecting the Collateral; and (i) costs and reasonable expenses (including attorneys’ and paralegals’ fees and disbursements which shall include the allocated cost of Agent’s in-house counsel for fees and disbursements) paid or incurred to obtain payment of the Underwriters in connection with such qualification and in connection with Obligations, enforce the Blue Sky Survey; (iv) Agent’s Liens, sell or otherwise realize upon the filing fees incident toCollateral, and otherwise enforce the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") provisions of the terms Loan Documents, or to defend any claims made or threatened against the Agent arising out of the sale transactions contemplated hereby (including preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other Loan Documents regarding costs and expenses incident to be paid by the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeBorrower.

Fees and Expenses. The Company covenants and agrees with Whether or not the several Underwriters that transactions contemplated hereby shall be consummated or any Purchased Securities shall be purchased, the Company will agrees to pay promptly to each Purchaser Party, or cause to be paid reimburse each Purchaser Party for, the following: : (ia) all the feesactual and reasonable costs, disbursements fees and expenses of negotiation, preparation, execution and closing of any Transaction Document and the transfer of any Transaction Security in connection therewith and the consummation of the other transactions contemplated thereby, in each case on or about the Closing Date, including the reasonable fees, expenses and disbursements of counsel to such Purchaser Party in connection therewith; (b) all the actual and accountants reasonable costs, fees and expenses of negotiation, preparation, execution and closing of any Transaction Document and the issuance, delivery and transfer of any Transaction Security in connection therewith and the consummation of the other transactions contemplated thereby, in each case after the Closing Date, including the reasonable fees, expenses and disbursements of counsel to such Purchaser Party in connection therewith; (c) all the costs, fees and expenses of preparation, printing and distribution of any registration statement or prospectus for any Transaction Securities, of any other registration statement or prospectus, of any amendment or supplement to any of the foregoing, or of the Transfer Agent (including any fees required for same-day processing of any instruction letter delivered by the Company and any Notice of Conversion, exercise notice or other Transaction Document delivered after the Closing by any Purchaser Party) and all other costs and expenses (including stamp taxes and other taxes and duties levied) incurred in connection with the registration delivery to, or exercise or conversion by, any Purchaser of any Transaction Securities; (d) all the actual and reasonable costs, fees and expenses of administration of the Transaction Documents, including the transfer of the Transaction Securities under to the Act Purchasers and the removal of any legend thereon, and preparation, execution and closing of any consents, amendments, waivers or other modifications thereto, including the reasonable fees, expenses and disbursements of counsel to such Purchaser Party in connection therewith and in connection with any other documents or matters requested by such Company Party (including through agents, contractors, trustees, representatives and advisors) or otherwise prepared or delivered in connection with any Transaction Document; (e) all other the actual and reasonable costs, fees, expenses and disbursements of any auditors, accountants, consultants or appraisers used in connection with the preparationTransaction Documents; and (f) all actual documented costs, printing fees and filing expenses (including the fees, expenses and disbursements of any appraisers, consultants, legal counsel, including allocated costs of internal counsel, advisors and agents employed or retained by such Purchaser Party) and costs of settlement, incurred by any Purchaser Party in enforcing any obligation owed hereunder or under the Registration Statement, other Transaction Documents. or in collecting any payments due from any Company Party hereunder or under the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; other Transaction Documents (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents including in connection with the offeringsale of, purchasecollection from, sale and delivery or other realization upon any collateral or the enforcement of the Securities; any guaranty) or in any other Proceeding hereunder or under any Transaction Document (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident tocosts, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent investment bank hired pursuant to any dispute resolution provision of the Certificate of Designations) or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with any negotiations, reviews, refinancing or restructuring of the credit arrangements provided hereunder, including in the nature of a Securities Agreement and the Securities issued “work out” or pursuant to any Securities Agreement; (viii) insolvency or bankruptcy Proceedings. The foregoing shall be in addition to, and shall not be construed to limit, any travel expenses other provisions of the Company's officers Transaction Documents regarding indemnification and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of be paid by the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeParties.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid all costs, fees, and expenses arising in connection with the sale of any Securities through the Underwriters and in connection with the performance by the Underwriters of its related obligations hereunder and under any Terms Agreement, including the following: (i) the fees, disbursements and expenses of counsel and accountants incident to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing preparation and filing of the Registration Statement, any preliminary prospectus, the Base Time of Sale Prospectus, the Prospectus, any Preliminary Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and the Final Prospectus and any all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; thereto, (ii) expenses incident to the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale issuance and delivery of the such Securities; , (iii) all the fees and disbursements of the Company’s Counsel and the Company’s Auditors, (iv) expenses in connection with incident to the qualification of the such Securities for offering under Blue Sky laws and sale under other applicable state securities laws and insurance securities laws as provided in accordance with the provisions of Section 4(b9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of counsel for the Underwriters Underwriters’ Counsel in connection with such qualification therewith and in connection with the preparation of any survey of Blue Sky laws (a “Blue Sky Survey; ”), (ivv) expenses incident to the filing fees incident toprinting and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) expenses incident to the printing and delivery to the Underwriters, in such quantities as the Underwriters shall reasonably request, of copies of any Blue Sky Survey, (vii) the fees and disbursements of counsel for the Underwriters in connection withexpenses, securing if any, incurred with respect to any required review by applicable filing with the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (viiviii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent incurred in connection with a the listing of any Underwritten Securities Agreement and on the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; New York Stock Exchange and (ix) all other costs if applicable, the fees and expenses incident to the performance of the obligations of trustee under the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeapplicable Indenture.

Fees and Expenses. The Company covenants and agrees with Subject to reimbursement or partial reimbursement on an installment basis by the several Underwriters that Fund(s), as set forth in the Company Prospectus, the General Partner will pay or cause all costs and expenses relating to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing with the SEC, CFTC and NFA of the Registration StatementStatement and (in certain cases) exhibits thereto, each preliminary prospectus, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any all amendments and supplements thereto to the Registration Statement and the mailing and delivering of copies thereof to the Underwriters and dealers; Prospectus, (ii) the cost of printing registration or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities Units for offering offer and sale under state the securities or Blue Sky laws and insurance securities laws as provided of the various jurisdictions referred to in Section 4(b) 3 hereof, including the reasonable fees and disbursements of legal counsel for the Underwriters in connection with such qualification therewith and in connection with the preparation and printing of preliminary or supplementary Blue Sky Survey; Surveys, (iii) the furnishing to the Selling Agents of copies of each preliminary prospectus, the Prospectus, the Registration Statement and all amendments or supplements thereto, and of such other documents required to be furnished to the Selling Agents, including costs of shipping and mailing, (iv) the filing fees incident torequirements of FINRA in connection with its review of the terms and arrangements of the proposed financing, and (v) the fees and disbursements of counsel for the Underwriters in connection withEscrow Agent, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) all fees and disbursements of the cost Funds’ accountants and auditors in connection with the financial statements and the performance records contained in the Prospectus and the preparation and delivery of preparing any other documents to be prepared and delivered in connection with the Securities; transactions contemplated hereby, (vii) the fees and disbursements of legal counsel in connection with the organization of the Funds with the offering of the Units, and (viii) all other organization and offering expenses relating to the Fund(s), including any expenses incurred in any “roadshow” relating to the offering of any trustee, paying agent or transfer agent the Units and the Selling Agents’ reasonable “due diligence” Public Fund — Selling Agreement (2/10) expenses, within the guidelines established by FINRA Rule 2310. Each other party shall bear all of its expenses under this Agreement, including fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their its counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

Fees and Expenses. The Company covenants All expenses incident to the Company's performance of or compliance with this Agreement including, without limitation, all registration and agrees with filing fees payable by the several Underwriters that the Company will pay or cause to be paid the following: (i) the feesCompany, disbursements fees and expenses of counsel and accountants to compliance by the Company in connection with the registration securities or blue sky laws, printing expenses of the Securities under the Act Company, messenger and all other delivery expenses in connection with the preparation, printing and filing of the Registration StatementCompany, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification Company and in connection with all independent certified public accountants of the Blue Sky Survey; (iv) Company, and other Persons retained by the filing fees incident toCompany will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company's employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Designated Holders of a majority (by number of shares) of the Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and any of the expenses incurred by any Designated Holder which are not payable by the Company, such costs to be borne by such Designated Holder or Holders, including, without limitation, underwriting fees, discounts and expenses, if any, applicable to any Designated Holder's Registrable Securities; fees and disbursements of counsel for the Underwriters in connection with, securing or other professionals that any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent Designated Holder may choose to retain in connection with a Securities Agreement and the Securities issued Registration Statement filed pursuant to this Agreement (except as otherwise provided herein); selling commissions or stock transfer taxes applicable to the Registrable Securities registered on behalf of any Securities AgreementDesignated Holder; (viii) any travel expenses of the Company's officers and employees and any other expenses incurred by or on behalf of the Company such Designated Holder in connection with attending or hosting meetings with prospective purchasers the offer and sale of the Securities; and (ix) all such Designated Holder's Registrable Securities other costs and than expenses incident to the performance of the obligations of which the Company hereunder which are not otherwise specifically provided for in is expressly obligated to pay pursuant to this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeAgreement.

Fees and Expenses. The Company covenants Borrowers agree to pay to the Agent, for its benefit, on demand, all reasonable costs and agrees with the several Underwriters expenses that the Company will pay Agent pays or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company incurs in connection with the registration negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the Securities under the Act other Loan Documents, including: (a) Attorney Costs; (b) reasonable costs and all other expenses (including attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus Loan Documents and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealerstransactions contemplated thereby; (iic) costs and expenses of lien searches; (d) taxes, fees and other charges for filing financing statements and continuations, and other actions to perfect, protect, and continue the cost of printing Agent’s Liens (including reasonable costs and expenses paid or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents incurred by the Agent in connection with the offeringconsummation of Agreement); (e) sums paid or incurred to pay any amount or take any action required of any Obligor under the Loan Documents that such Obligor fails to pay or take; (f) costs of appraisals (including all Appraisals), purchaseinspections, sale and delivery verifications of the Securities; (iii) all expenses in connection with the qualification Collateral, including travel, lodging, and meals for inspections of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, Collateral and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review Obligors’ operations by the National Association Agent plus the Agent’s then customary charge for field examinations and audits and the preparation of Securities Dealers, Inc. reports thereof ("NASD"such charge is currently $750 per day (or portion thereof) of for each Person retained or employed by the terms of the sale of the SecuritiesAgent with respect to each field examination or audit); and (vg) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees costs and expenses of any trusteeforwarding loan proceeds, paying agent or transfer agent collecting checks and the fees other items of payment, and disbursements of counsel for any such trusteeestablishing and maintaining Payment Accounts and lock boxes, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident of preserving and protecting the Collateral. In addition, the Borrowers agree to pay on demand to the performance Agent, for its benefit, all costs and expenses incurred by the Agent (including Attorneys’ Costs), and to the other Lenders, for their benefit, on demand, all reasonable fees, expenses and disbursements incurred by such other Lenders for one law firm retained by such other Lenders, in each case, paid or incurred to obtain payment of the obligations Obligations, enforce the Agent’s Liens, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the Company hereunder which are Loan Documents, or to defend any claims made or threatened against the Agent or any Lender arising out of the transactions contemplated hereby (including preparations for and consultations concerning any such matters). The foregoing shall not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, be construed to limit any other provisions of the Underwriters will pay all of their own Loan Documents regarding costs and expenses, including expenses to be paid by the fees of their counsel, stock transfer taxes on resale of any Borrowers. All of the Securities by them foregoing costs and any advertising expenses connected with any offers they may makeshall be charged to the Borrowers’ Loan Account as Revolving Loans as described in Section 3.5.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: : (ia) the fees, disbursements and expenses of the Company’s counsel and accountants to the Company in connection with the registration of the Securities Shares under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Pre-Pricing Prospectus and the Final Prospectus Prospectus, and any amendments and supplements thereto (in each case, including exhibits), and the mailing and delivering of copies thereof to the Underwriters and dealers; ; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iiib) all fees and expenses in connection with the qualification applying to have any of the Securities for offering Shares quoted on the Nasdaq Global Select Market; (c) the reasonable filing fees incident to, and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (ivan amount not to exceed $10,000.00) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") FINRA of the terms of the sale of the Securities; Shares; (v) any fees charged by securities rating services for rating the Securities; (vid) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the reasonable fees and disbursements of counsel for any such trustee, paying agent or transfer agent the Underwriters (in an amount not to exceed $10,000.00) in connection with the preparation of a Securities Agreement Canadian prospectus wrapper; (e) the cost of preparing certificates for the Shares and issuing and delivering the Securities issued pursuant Shares to the Underwriters, including any Securities Agreement; stock or other transfer taxes and any stamp or other taxes or duties payable in connection with the sale, issuance or delivery of the Shares to the Underwriters; (viiif) the cost and charges of any travel transfer agent or registrar for the Shares; (g) the costs and expenses of the Company's officers and employees Company and any of its officers, directors, counsel or other representatives in connection with presentations or meetings undertaken in connection with the offering of the Shares, including, without limitation, expenses associated with the production of road show slides and graphics and the production and hosting of any electronic road shows, and travel, lodging, transportation, and other expenses of the officers of the Company incurred in connection with attending any such presentations or hosting meetings with prospective purchasers of the Securitiesmeetings; and and (ixh) all other costs and expenses incident to the performance of the Company’s obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except It is understood, however, that, except as expressly provided in this Section, Section 9 and Sections 7 and Section 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities Shares by them them, and any marketing and advertising expenses (including any institutional and retail road shows) connected with any offers they may make.

Fees and Expenses. The Company covenants All expenses incident to the Company’s performance of or compliance with this Agreement including, without limitation, all registration and agrees with filing fees payable by the several Underwriters that the Company will pay or cause to be paid the following: (i) the feesCompany, disbursements fees and expenses of counsel and accountants to compliance by the Company in connection with the registration securities or blue sky laws, printing expenses of the Securities under the Act Company, messenger and all other delivery expenses in connection with the preparation, printing and filing of the Registration StatementCompany, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification Company and in connection with all independent certified public accountants of the Blue Sky Survey; (iv) Company, and other Persons retained by the filing fees incident toCompany will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Holders of a majority (by number of shares) of the Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and any of the expenses incurred by any Holder which are not payable by the Company, such costs to be borne by such Holder or Holders, including, without limitation, underwriting fees, discounts and expenses, if any, applicable to any Holder’s Registrable Securities; fees and disbursements of counsel for the Underwriters in connection with, securing or other professionals that any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent Holder may choose to retain in connection with a Securities Agreement and the Securities issued Registration Statement filed pursuant to this Agreement (except as otherwise provided herein); selling commissions or stock transfer taxes applicable to the Registrable Securities registered on behalf of any Securities AgreementHolder; (viii) any travel expenses of the Company's officers and employees and any other expenses incurred by or on behalf of the Company such Holder in connection with attending or hosting meetings with prospective purchasers the offer and sale of the Securities; and (ix) all such Holder’s Registrable Securities other costs and than expenses incident to the performance of the obligations of which the Company hereunder which are not otherwise specifically provided for in is expressly obligated to pay pursuant to this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeAgreement.

Fees and Expenses. A. The Company covenants and agrees with the several Underwriters that the Company FUND will pay or cause all expenses incident to be paid the FUND's performance under this Agreement. In addition to the investment advisory fee, each Portfolio will bear all of its operating expenses that are not specifically assumed by THRIVENT FINANCIAL, including the following: (i) the fees, disbursements interest and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; taxes (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securitiesbrokerage commissions; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Surveypremiums; (iv) the filing fees incident to, compensation and the fees and disbursements of counsel expenses for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. (those Directors who are not "NASD"interested" persons under Section 2(a)(19) of the terms of the sale of the SecuritiesAct; (v) any fees charged by securities rating services for rating the Securitiesindependent legal and audit expenses; (vi) fees and expenses of the cost of preparing the SecuritiesFUND's custodian, shareholder servicing or transfer agent and accounting services agent; (vii) expenses incident to the fees and expenses issuance of any trusteeits shares, paying agent or transfer agent and the fees and disbursements reinvestment of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreementdividends; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs fees and expenses incident to the performance registration under Federal or state securities laws of the obligations FUND or its shares; (ix) FUND or portfolio organizational expenses; (x) FUND expenses of preparing, printing and mailing reports and notices, proxy material and prospectuses to shareholders of the FUND; (xi) all other expenses incidental to holding meetings of the FUND's shareholders; (xii) dues or assessments of or contributions to the Investment Company hereunder Institute or any successor or other industry association; (xiii) such non-recurring expenses as may arise, including litigation affecting the FUND and the legal obligations which are not otherwise specifically provided for in this Section. Except as provided in this Section, the FUND may have to indemnify its officers and Sections 7 Directors with respect thereto; and 10 hereof, (xiv) cost of daily valuation of each of the Underwriters Portfolio's securities and net asset value per share. B. THRIVENT FINANCIAL will pay all expenses inciden▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇INANCIAL's performance under this Agreement. In addition, THRIVENT FINANCIAL will bear the expenses of their own costs printing and expensesdistributing to its Contract owners the FUND proxy materials, including proxy cards and voting instruction forms (collectively "proxy information"), tabulating the fees results of their counselproxy solicitations to its Contract owners, stock transfer taxes on resale of any of printing and distributing to its Contract owners the Securities by them FUND prospectus, SAI, supplement, proxy material, report to shareholders, and other communication to shareholders, and any advertising expenses connected associated with any offers they may makeadministration of its Contracts.

Fees and Expenses. The Company covenants Sub-Advisor shall not be required to pay any expenses of the Fund other than those specifically allocated to the Sub-Advisor in this Section 8. In particular, but without limiting the generality of the foregoing, the Sub-Advisor shall not be responsible for the following expenses of the Fund: organization and agrees with offering expenses of the several Underwriters that Fund; fees payable to the Company will pay Sub-Advisor and to any other Fund advisors or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust’s officers and employees; fees and expenses of counsel and accountants the Fund’s Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Company in connection with administrator for maintaining the registration Fund’s financial books and records and calculating daily net asset values; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Fund; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFund for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFund’s portfolio securities; (iii) brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing Prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders’ and other meetings; and the compensation and all expenses in connection with (specifically including travel expenses relating to the qualification Fund’s business) of officers, trustees and employees of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeTrust.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the feesExcept as expressly set forth in this Agreement, disbursements out-of-pocket fees and expenses incurred by Distributor in the performance of counsel its services under this Agreement are not included in the fees set forth in this Agreement. Such out-of-pocket fees and accountants to expenses may include, without limitation: • reasonable travel costs; • fees of auditors and accountants; • expenses incurred by the Company Distributor in connection with qualifying, registering and maintaining the registration of the Securities Distributor and each individual comprising Wholesaling Personnel as a registered representative of the Distributor under applicable federal and state laws and rules of the Act FINRA, e.g., CRD fees and state fees; • sponsorships, promotions, sales incentives; • any and all compensation to be paid to a third party as paying agent for distribution activities (platform fees, finders fees, sub-TA fees, 12b-1 pass thru, commissions, etc.); • costs and expenses incurred for telephone service, photocopying and office supplies; • advertising costs; • costs for printing, paper stock and costs of other expenses materials, electronic transmission, courier, talent utilized in sales materials (e.g. models), design output, photostats, photography, and illustrations; • packaging, shipping, postage, and photocopies; • taxes that are paid or payable by the Distributor or its affiliates in connection with its services hereunder, other than taxes customarily and actually imposed upon the preparation, printing income that the Distributor receives hereunder; and • amounts paid to the FINRA based on Distributor’s revenue and/or the number of Distributor’s registered representatives. 1. Registration of Personnel: Services include filing appropriate documentation for advisory representatives to qualify as registered representatives of the Distributor (provided that the Adviser is solely responsible for its representatives’ meeting examination requirements) and their related registrations and fees. Registration Statementof Personnel Fees: $2,500 per registration per year, the Base Prospectusplus out-of-pocket expenses. An additional $2,500 per registration per year, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and plus out-of-pocket expenses, including the fees if any registered representatives’ securities transactions require FINRA Conduct Rule 3040 review. $2,500 per Office of their counselSupervisory Jurisdiction per year, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeabove one (1). $2,500 per branch office per year, above one (1).

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will to pay or cause to be paid the following: (i) the feesall costs, disbursements fees and expenses of counsel and accountants to incurred by the Company in connection with the registration performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident to the issuance, delivery and qualification of the Securities under (including all printing and engraving costs); (ii) all fees and expenses of the Act registrar and transfer agent of the Class A Ordinary Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing printing, filing, shipping and filing distribution of the Registration StatementStatement (including financial statements, exhibits, schedules, consents and certificates of experts), the Base Prospectus, any Preliminary Prospectus and or Pricing Prospectus or the Final Prospectus and any each Prospectus Supplement, and all amendments and supplements thereto thereto, and the mailing and delivering of copies thereof to the Underwriters and dealersthis Agreement; (iivi) all filing fees, reasonable attorneys’ fees and expenses incurred by the cost of printing Company or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the offeringqualification 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, purchaseand, sale if requested by the Placement Agent, preparing and delivery 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 the review and approval by the FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (viiviii) the fees and expenses of any trustee, paying agent or transfer agent associated with listing the Shares and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and Warrant Shares on the Securities issued pursuant to any Securities AgreementTrading Market; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance travel and accommodation of the obligations Company’s and the Placement Agent’s employees on the “roadshow,” if any; and (x) all other fees, costs and expenses referred to in Part II of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeRegistration Statement.

Fees and Expenses. The Company Guarantor covenants and agrees with the several Underwriters that the Company Guarantor will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Guarantor's counsel and accountants to the Company in connection with the registration of the Preferred Securities, the Preferred Securities Guarantee and the Subordinated Debt Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any the Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the SecuritiesLegal Investment Memoranda; (iii) all reasonable expenses in connection with the qualification of the Preferred Securities, the Preferred Securities Guarantee and the Subordinated Debt Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Surveyand Legal Investment surveys; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, to securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the SecuritiesInc.; (v) any fees charged by securities rating services for rating the Preferred Securities and Subordinated Debt Securities; (vi) the cost of preparing the Preferred Securities; (vii) the fees and expenses of any trusteethe Debt Trustee, paying agent or transfer agent and including the fees and disbursements of counsel for any such trustee, paying agent or transfer agent the Debt Trustee in connection with a Securities Agreement the Indenture and the Securities issued pursuant to any Securities AgreementSubordinated Debt Securities; (viii) any travel the fees and expenses of the Company's officers Property Trustee, and employees the Guarantee Trustee, including the fees and any other expenses disbursements of counsel for the Company Property Trustee in connection with attending or hosting meetings with prospective purchasers the Declaration and the Certificate of the SecuritiesTrust; and (ix) all other costs and expenses incident to the performance of the its obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except It is understood, however, that, except as provided in this Section, Section 8 and Sections 7 and 10 Section 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.resale

Fees and Expenses. 12.1 The Company covenants Bank is entitled to receive a handling fee in an amount to be determined by the Bank in respect of the periodical review to be carried out by the Bank so long as the Facilities are continuing. In addition, the Bank may, at the request of the Borrower and agrees at its absolute discretion grant certain temporary facilities to the Borrower, but subject to a handling fee in an amount to be determined by the Bank. The Bank is hereby authorised to debit the above handling fees from any of the accounts of the Borrower with the several Underwriters that the Company will Bank. 12.2 The Borrower shall pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company Bank on demand the commissions, fees and charges in connection with the registration Facilities and/or Services (including insurance cover) at the rates and in the amount and manner stipulated by the Bank from time to time. Schedules of fees and charges are published by the Securities under Bank and will be made available to the Act Borrower upon request. The Borrower shall indemnify against the Bank for all reasonable costs and all expenses (including but not limited to fees of debt collection agents, legal and other professional advisers, stamp duty, travel, communications and other expenses and charges on a full indemnity basis) reasonably incurred by the Bank, in connection with the preparation, printing preparation and filing negotiation of the Registration StatementAgreement and all relevant security documents (if any), and with the performance, perfection, enforcement or preservation of rights under the Agreement and/or any security provided by the Borrower or any third party in respect of the Borrower's obligations to the Bank from time to time. 12.3 In the event of any prepayment of the Facilities or where any advances under the Facilities are requested for but not made, the Base Prospectus, any Preliminary Prospectus Borrower shall on demand fully reimburse and indemnify the Final Prospectus and any amendments and supplements thereto and Bank for the mailing and delivering of copies thereof to reasonable costs incurred by the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery Bank as a result of the Securities; (iii) prepayment. Such costs include all costs, losses, liabilities and expenses reasonably incurred or suffered by the Bank in connection with canceling, terminating and unwinding any arrangements previously effected by the qualification Bank to secure funding of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other Facilities concerned. 12.4 The costs and expenses incident to are payable by the performance Borrower notwithstanding that the Borrower's applications for the Facilities are not accepted or the Facilities are cancelled, modified or withdrawn at any time before completion of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makerelevant transaction.

Fees and Expenses. The Company covenants and agrees with Whether or not the several Underwriters that transactions contemplated hereby shall be consummated or any Notes shall be purchased, the Company will agrees to pay promptly to each Purchaser Party, or cause to be paid reimburse each Purchaser Party for, the following: : (ia) all the feesactual and reasonable costs, disbursements fees and expenses of negotiation, preparation, execution and closing of the Transaction Documents and the purchase and sale of the Notes in connection therewith and the consummation of the other transactions contemplated hereby to be consummated on or about the Closing Date, including the reasonable fees, expenses and disbursements of counsel to such Purchaser Party in connection therewith; provided, that such reimbursement obligation shall not exceed $10,000 for the Collateral Agent and accountants to for each Purchaser and its Related Parties, in the Company aggregate; (b) all the costs, fees and expenses of preparation, printing and distribution of any costs and expenses (including stamp taxes and other taxes and duties levied) incurred in connection with the registration delivery to any Purchaser of the Securities Note; (c) all the actual and reasonable costs, fees and expenses of creating and perfecting Liens in favor of such Purchaser Party, pursuant to any Transaction Document or Dominion Transaction Document, including costs associated with any Security Agreement, control agreement, or any other agreement granting, maintaining or perfecting a Lien to secure any “Obligation” (under and as defined in the Act Note), UCC fees, other filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to such Purchaser Party; (d) all the actual and reasonable costs, fees and expenses of administration of the Transaction Documents and preparation, execution and closing of any consents, amendments, waivers or other modifications thereto, including the reasonable fees, expenses and disbursements of counsel to such Purchaser Party in connection therewith and in connection with any other documents or matters requested by such Company Party (including through agents, contractors, trustees, representatives and advisors) or otherwise prepared or delivered in connection with any Transaction Document; (e) all the actual and reasonable costs, fees, expenses and disbursements of any auditors, accountants, consultants or appraisers used in connection with the preparationTransaction Documents; (f) all the actual and reasonable costs, printing fees and filing expenses (including the reasonable fees, expenses and disbursements of the Registration Statementany appraisers, the Base Prospectusconsultants, any Preliminary Prospectus advisors and the Final Prospectus agents employed or retained by such Purchaser Party and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (iiits counsel) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offeringinspection, purchaseverification, sale and delivery custody or preservation of any collateral, to the Securitiesextent required or permitted under any Transaction Document; and (iiig) all costs, fees and expenses (including the reasonable and documented fees, expenses and disbursements of any appraisers, consultants, legal counsel, including allocated costs of internal counsel, advisors and agents employed or retained by such Purchaser Party) and costs of settlement, incurred by any Purchaser in enforcing any obligation owed hereunder or under the other Transaction Documents. or in collecting any payments due from any Company Party hereunder or under the other Transaction Documents (including in connection with the qualification sale of, collection from, or other realization upon any collateral or the enforcement of the Securities for offering and sale any guaranty) or in any other Proceeding hereunder or under state securities laws and insurance securities laws as provided in Section 4(b) hereof, any Transaction Document (including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident todocumented costs, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent investment bank hired pursuant to any dispute resolution provision of any Note) or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with any negotiations, reviews, refinancing or restructuring of the credit arrangements provided hereunder, including in the nature of a Securities Agreement and the Securities issued “work out” or pursuant to any Securities Agreement; (viii) insolvency or bankruptcy Proceedings. The foregoing shall be in addition to, and shall not be construed to limit, any travel expenses other provisions of the Company's officers Transaction Documents regarding indemnification and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of be paid by the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeParties.

Fees and Expenses. The Company covenants Subadviser shall not be required to pay any expenses of the Fund other than those specifically allocated to the Subadviser in this section 7. In particular, but without limiting the generality of the foregoing, the Subadviser shall not be responsible for the following expenses of the Fund: organization and agrees with certain offering expenses of the several Underwriters that Fund (including out-of-pocket expenses, but not including the Company will pay Subadviser's overhead and employee costs); fees payable to the Subadviser and to any other Fund advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Company's officers and employees; fees and expenses of counsel and accountants the Fund's Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Company in connection with Administrator for maintaining the registration Fund's financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Fund; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFund for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFund's portfolio securities; (iii) brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses in connection with (specifically including travel expenses relating to the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD"Fund's business) of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trusteeofficers, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers directors and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers who are not interested persons of the SecuritiesInvestment Manager; and travel expenses (ixor an appropriate portion thereof) all other costs and expenses incident to the performance of the obligations officers or directors of the Company hereunder which who are not otherwise specifically provided for in this Section. Except as provided in this Sectionofficers, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any directors or employees of the Securities by them and Investment Manager to the extent that such expenses relate to attendance at meetings of the Board of Directors of the Company with respect to matters concerning the Fund, or any advertising expenses connected with any offers they may makecommittees thereof or advisers thereto.

Fees and Expenses. The Company covenants Sub-Adviser shall not be required to pay any expenses of the Funds other than those specifically allocated to the Sub-Adviser in this Section 8. In particular, but without limiting the generality of the foregoing, the Sub-Adviser shall not be responsible for the following expenses of the Funds: organization and agrees with offering expenses of the several Underwriters that Funds; fees payable to the Company will pay Sub-Adviser and to any other Fund advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Funds in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Company's officers and employees; fees and expenses of counsel and accountants the Funds' Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Funds; payments to the Company in connection with Administrator for maintaining the registration Funds' financial books and records and calculating daily net asset values; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Funds; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFunds for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFunds' portfolio securities; (iii) brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Funds, or of entering into other transactions or engaging in any investment practices with respect to the Funds; expenses of printing and distributing Prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; and the compensation and all expenses in connection with (specifically including travel expenses relating to the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD"Funds' business) of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees officers, directors and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses employees of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

Fees and Expenses. The Company covenants Sub-Advisor shall not be required to pay any expenses of the Fund other than those specifically allocated to the Sub-Advisor in this section 6. In particular, but without limiting the generality of the foregoing, the Sub-Advisor shall not be responsible for the following expenses of the Fund: Organization and agrees with certain offering expenses of the several Underwriters that Fund (including out-of-pocket expenses, but not including the Company will pay Sub-Advisor’s overhead and employee costs); fees payable to the Sub-Advisor and to any other Fund Advisors or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Trust’s officers and employees; fees and expenses of counsel and accountants the Fund’s Administrator or any custodian, subcustodian, transfer agent, or dividend disbursing agent of the Fund; payments to the Company Administrator for maintaining the Fund’s financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of registering and qualifying shares of the Fund for sale; freight, insurance and other charges in connection with the registration shipment of the Securities under Fund’s portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Act Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders’ and other meetings; the compensation and all other expenses in connection with (specifically including travel expenses relating to the preparationFund’s business) of officers, printing trustees and filing employees of the Registration StatementTrust who are not interested persons of the Sub-Advisor; and travel expenses (or an appropriate portion thereof) of officers or trustees of the Trust who are officers, directors or employees of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof Sub-Advisor to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery extent that such expenses relate to attendance at meetings of the Securities; (iii) all expenses in connection with the qualification Board of Trustees of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereofTrust with respect to matters concerning the Fund, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing or any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent committees thereof or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeAdvisors thereto.

Fees and Expenses. The Company covenants All expenses incident to the Company’s performance of or compliance with this Agreement including, without limitation, all registration and agrees with filing fees payable by the several Underwriters that the Company will pay or cause to be paid the following: (i) the feesCompany, disbursements fees and expenses of counsel and accountants to compliance by the Company in connection with the registration securities or blue sky laws, printing expenses of the Securities under the Act Company, messenger and all other delivery expenses in connection with the preparation, printing and filing of the Registration StatementCompany, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification Company and in connection with all independent certified public accountants of the Blue Sky Survey; (iv) Company, and other Persons retained by the filing fees incident toCompany will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Designated Holders of a majority (by number of shares) of the Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and any of the expenses incurred by any Designated Holder which are not specifically payable by the Company as described above, such costs to be borne by such Designated Holder or Holders, including, without limitation, the following: underwriting fees, discounts and expenses, if any, applicable to any Designated Holder’s Registrable Securities; fees and disbursements of counsel for the Underwriters in connection with, securing or other professionals that any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent Designated Holder may choose to retain in connection with a Securities Agreement and the Securities issued Registration Statement filed pursuant to this Agreement (except as otherwise provided herein); selling commissions or stock transfer taxes applicable to the Registrable Securities registered on behalf of any Securities AgreementDesignated Holder; (viii) any travel expenses of the Company's officers and employees and any other expenses incurred by or on behalf of the Company such Designated Holder in connection with attending or hosting meetings with prospective purchasers the offer and sale of the Securities; and (ix) all such Designated Holder’s Registrable Securities other costs and than expenses incident to the performance of the obligations of which the Company hereunder which are not otherwise specifically provided for in is expressly obligated to pay pursuant to this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeAgreement.

Fees and Expenses. The Company covenants With respect to any Registration Statement filed under Section 2.2, all expenses incident to the Company’s performance of or compliance with this Agreement including, without limitation, all registration and agrees with filing fees payable by the several Underwriters that the Company will pay or cause to be paid the following: (i) the feesCompany, disbursements fees and expenses of counsel and accountants to compliance by the Company in connection with the registration securities or blue sky laws, printing expenses of the Securities under the Act Company, messenger and all other delivery expenses in connection with the preparation, printing and filing of the Registration StatementCompany, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters Company and all independent certified public accountants of the Company, and other Persons retained by the Company (the “Direct Registration Expenses”) will be borne equally by the Company on the one hand and the Holders whose Registrable Securities are included in connection with such qualification and in connection with Registration Statement on the Blue Sky Survey; (iv) the filing fees incident toother, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. With respect to any Registration Statement filed under Section 2.3, the Company shall bear the Direct Registration Expenses. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Holders of a majority (by number of shares) of the Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and any of the expenses incurred by any Holder which are not payable by the Company, such costs to be borne by such Holder or Holders, including, without limitation, underwriting fees, discounts and expenses, if any, applicable to any Holder’s Registrable Securities; fees and disbursements of counsel for the Underwriters in connection with, securing or other professionals that any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent Holder may choose to retain in connection with a Securities Agreement and the Securities issued Registration Statement filed pursuant to this Agreement (except as otherwise provided herein); selling commissions or stock transfer taxes applicable to the Registrable Securities registered on behalf of any Securities AgreementHolder; (viii) any travel expenses of the Company's officers and employees and any other expenses incurred by or on behalf of the Company such Holder in connection with attending or hosting meetings with prospective purchasers the offer and sale of the Securities; and (ix) all such Holder’s Registrable Securities other costs and than expenses incident to the performance of the obligations of which the Company hereunder which are not otherwise specifically provided for in is expressly obligated to pay pursuant to this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeAgreement.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (ia) the fees, disbursements and expenses of counsel and accountants to the Company As compensation for services rendered by Stonegate in connection with the Placements, the Company agrees to pay Stonegate a fee (the “Agency Fee”) of ten percent (10%) of the gross proceeds from the sale of Securities in the Placements. The Agency Fee shall be paid immediately upon the closing of each sale of Securities by the Company. (b) In the event that any Placement includes warrants that are subsequently exercised, any sums received by the Company as a result of such exercise shall be included in and added to the gross proceeds from the sale of Securities in the Placements. Upon the exercise of any such warrant, regardless as to the timing of same, the Company shall immediately notify Stonegate of the exercise and shall pay to Stonegate all fees, including the above Agency Fee, associated with the exercise of the warrants. Placement Agency Agreement for - Cord Blood America Inc.11 (c) In order to compensate Stonegate for its initial due diligence efforts, the Company shall deliver to Stonegate (or Stonegate’s designee) 100,000 shares of fully paid non-assessable shares of common stock of the Company (the “Shares”), such shares to vest immediately upon the execution of this Agreement. The Shares will be issued pursuant to an exemption from the registration requirements of the Securities under Act of 1933, as amended. The Shares will be subject to the Act registration rights provisions set forth on Appendix I hereto. Under any circumstance, the shares shall have piggy-back registration rights and be transferable. The Company will issue the Shares to such affiliates of Stonegate and in such denominations as will be designated by Stonegate. (d) The Company shall also promptly reimburse Stonegate for all other reasonable out-of-pocket expenses incurred by Stonegate and its directors, officers and employees in connection with the preparationperformance of Stonegate’s services under this Agreement. For these purposes, printing “out-of-pocket expenses” shall include, but not be limited to, attorneys’ fees and filing costs, telephone conference charges, courier, mail, supplies, travel, lodging, transportation, and similar expenses. All expenses must receive written pre-approval by the company. (e) Upon closing of the Registration StatementPlacement, the Base Prospectus, any Preliminary Prospectus and Company agrees to issue to Stonegate a Securities Purchase Warrant (the Final Prospectus and any amendments and supplements thereto and “Representative’s Warrant”) entitling the mailing and delivering of copies holder(s) thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association purchase an amount of Securities Dealers, Inc. equal to ten percent ("NASD"10%) of the terms total number of Securities sold in the sale Placement for a period of five (5) years at an exercise price per share equal to the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and price at which the Securities issued pursuant are sold to Purchasers. The Representative’s Warrant shall otherwise be substantially in the form of Exhibit A attached hereto. Under any Securities Agreement; circumstance, the Representative Warrant must provide for cashless exercise, transferability, piggy-back registration rights, and adjustments to warrant price and number of shares subject to warrant. (viiif) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the The obligations of the Company hereunder which are not otherwise specifically provided Parties under this Section 6 shall survive the termination of this Agreement for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makereason.

Fees and Expenses. The Company covenants and Borrower agrees with the several Underwriters that the Company will (a) to pay or cause to be paid reimburse the following: Agent and the Collateral Agent (without duplication) and, in the case of clause (ii) following the Closing Date, the Required Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with (i) the feessyndication of the Term Loan Facility and (ii) the preparation, disbursements execution and delivery, administration, amendment, modification, waiver and/or enforcement of this Agreement, the other Loan Documents and the Unsecured ProFrac Guarantee, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), such costs and expenses to be limited in the case of counsel legal costs and accountants expenses to the Company Attorney Costs and (b) to pay or reimburse the Agent, the Collateral Agent and the Required Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the registration enforcement of any rights or remedies under this Agreement or the Securities under other Loan Documents or the Act Unsecured ProFrac Guarantee (such costs and all other expenses to be limited in connection with the preparation, printing case of legal costs and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof expenses to the Underwriters and dealers; Attorney Costs) (ii) the cost of printing or producing this Agreement, but including any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees costs and expenses of any trustee, paying agent or transfer agent the Agent and the fees Collateral Agent arising from the administration and disbursements maintenance of counsel for any such trusteethe pledge of titled collateral to the Collateral Agent, paying including, but not limited to, the retention of a sub-agent or transfer agent engaged by the Collateral Agent in connection with a Securities Agreement and therewith). Subject to the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of limitations above, the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other foregoing costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for shall include all reasonable and documented or invoiced search, filing, recording and title insurance charges and fees related thereto. The agreements in this SectionSection 14.7 shall survive the Maturity Date and repayment of all other Obligations. Except as provided All amounts due under this Section 14.7 shall be paid within twenty (20) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makereasonable detail.

Fees and Expenses. The Company Selling Noteholder covenants and agrees with the several Underwriters that the Company Selling Noteholder will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing printing, reproduction and filing of the Registration Statement, the Base any Preliminary Prospectus, any Preliminary Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to as reasonably requested by the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, the Indenture, closing documents (including any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b6(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Surveypreparation of the legal investment survey (which shall not in any case exceed the estimate previously provided to the Company); (iv) any fees charged by securities rating services for rating the Securities; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; Securities (v) which shall not in any fees charged by securities rating services for rating case exceed the Securitiesestimate previously provided to the Company); (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the SecuritiesTrustee; and (ixviii) all other costs and expenses incident to the performance of the Company’s obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except It is understood, however, that, except as provided in this Section, and Sections 7 10 and 10 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them them, and any advertising expenses connected with any offers they may make.

Fees and Expenses. The Company covenants and Borrower agrees with to pay to the several Underwriters that the Company will pay or cause to be paid the following: (i) the feesAgent, disbursements for its benefit, on demand, all costs and expenses of counsel and accountants to the Company that Agent pays or incurs in connection with the registration negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the Securities under the Act other Loan Documents, including: (a) Attorney Costs; (b) costs and all other expenses (including attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus Loan Documents and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealerstransactions contemplated thereby; (iic) costs and expenses of lien and title searches and title insurance; (d) taxes, fees and other charges for recording the cost of printing Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Agent’s Liens (including costs and expenses paid or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents incurred by the Agent in connection with the offering, purchase, sale and delivery consummation of Agreement); (e) sums paid or incurred to pay any amount or take any action required of the SecuritiesBorrower under the Loan Documents that the Borrower fails to pay or take; (iiif) all expenses in connection with the qualification costs of appraisals, inspections, and verifications of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereofCollateral, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident totravel, lodging, and meals for inspections of the fees Collateral and disbursements of counsel for the Underwriters in connection with, securing any required review Borrower’s operations by the National Association Agent plus the Agent’s then customary charge for field examinations and audits and the preparation of Securities Dealersreports thereof (such charge is currently $850 per day (or portion thereof) for each Person retained or employed by the Agent with respect to each field examination or audit, Inc. but is subject to change without notice by the Agent); and ("NASD"g) of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees costs and expenses of any trusteeforwarding loan proceeds, paying agent or transfer agent collecting checks and the fees other items of payment, and disbursements of counsel for any such trusteeestablishing and maintaining Payment Accounts and lock boxes, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident of preserving and protecting the Collateral. In addition, Borrower agrees to pay to the performance Agent, for its benefit, on demand, all costs and expenses incurred by the Agent (including Attorney Costs) and to the other Lenders, for their benefit, on demand, all reasonable fees, expenses and disbursements incurred by such other Lenders for one law firm retained by such other Lenders, in each case, paid or incurred to obtain payment of the obligations Obligations, enforce the Agent’s Liens, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the Company hereunder which are Loan Documents, or to defend any claims made or threatened against the Agent or any Lender arising out of the transactions contemplated hereby, including preparations for and consultations concerning any such matters. The foregoing shall not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, be construed to limit any other provisions of the Underwriters will pay all of their own Loan Documents regarding costs and expenses, including expenses to be paid by the fees of their counsel, stock transfer taxes on resale of any Borrower. All of the Securities by them foregoing costs and any advertising expenses connected with any offers they may makeshall be charged to the Borrower’s Loan Account as Revolving Loans as described in Section 3.7.

Fees and Expenses. The Company covenants and agrees with Subject to Section 16 hereof, the several Underwriters that Seller shall pay on the Company will pay Closing Date or cause such later date as may be agreed to be paid by the following: Purchaser (i) the fees, disbursements fees and expenses of counsel the Seller’s attorneys and accountants to the Company in connection with the registration reasonable fees and expenses of the Securities under Purchaser’s attorneys, (ii) the Act fees and expenses of Deloitte & Touche LLP and the fees and expenses of all other certified public accounting firms providing letters regarding information contained in the Prospectus, the Prospectus Supplement and the PPM, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates offered publicly and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the preparation, printing fees and filing expenses of the Registration Statement, the Base Prospectus, any Preliminary Prospectus Trustee (and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (iiDelaware Trustee) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) which shall include without limitation all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable related fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; expenses (iv) the filing fees incident to, and the fees and disbursements of counsel for their counsels) with respect to (A) legal and document review of this Agreement, the Underwriters in connection withTrust, securing any required Pooling and Servicing Agreement, the Servicing Agreements, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the National Association of Securities DealersTrustee, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent the Master Servicer and Securities Administrator which shall include without limitation all related fees and expenses (and the fees and disbursements of counsel its counsel) with respect to legal and document review of this Agreement, the Trust, Pooling and Servicing Agreement, the Servicing Agreements, the Certificates and related agreements, (vii) the expenses for printing or otherwise reproducing the Certificates, the Prospectus, the Prospectus Supplement and the PPM, (viii) the fees and expenses of each of the Rating Agencies (both initial and ongoing), (ix) the fees and expenses relating to the preparation and recordation of mortgage assignments, if required, (including intervening assignments, if any such trusteeand if available, paying agent to evidence a complete chain of title from the originator to the Trustee) from the Seller to the Trustee or transfer agent the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be, and (x) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with a Securities Agreement the purchase of the Mortgage Loans and by the Underwriters and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company Initial Purchaser in connection with attending or hosting meetings with prospective purchasers the sale of the Securities; and (ix) all other costs and expenses incident Certificates. The Seller additionally agrees to pay directly to any third party on a timely basis the performance of the obligations of the Company hereunder fees provided for above which are not otherwise specifically provided for in this Section. Except as provided in this Section, charged by such third party and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makewhich are billed periodically.

Fees and Expenses. The Company covenants and Whether or not the transactions contemplated hereby shall be consummated or any Securities shall be purchased, each Seller agrees with the several Underwriters that the Company will to pay promptly to each Purchaser Party, or cause to be paid reimburse each Purchaser Party for, the following: : (ia) all the feesactual and reasonable costs, disbursements fees and expenses of counsel negotiation, preparation, execution and accountants to closing of the Company in connection with Transaction Documents and the registration purchase and sale of the Securities under the Act and all other expenses in connection with therewith and the consummation of the other transactions contemplated hereby to be consummated on or about the Closing Date, including the reasonable fees, expenses and disbursements of counsel to such Purchaser Party in connection therewith; provided, that such reimbursement obligation shall not exceed $10,000 for the Collateral Agent and $60,000 for __________________ and its Related Parties, in the aggregate; (b) all the costs, fees and expenses of preparation, printing and filing distribution of any registration statement for the Warrant Shares and Commitment Shares or of the Registration Statement, the Base Prospectus, Transfer Agent (including any Preliminary Prospectus and the Final Prospectus fees required for same-day processing of any instruction letter delivered by DHAC and any amendments exercise notice delivered by any Purchaser Party) and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident (including stamp taxes and other taxes and duties levied) incurred in connection with the delivery to or exercise by, any Purchaser of any Securities or the Commitment Shares or Warrant Shares; (c) all the actual and reasonable costs, fees and expenses of creating and perfecting Liens in favor of such Purchaser Party, pursuant to any Transaction Document, including costs associated with any Intellectual Property Security Agreement or Control Agreement, UCC fees, other filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to such Purchaser Party; (d) all the actual and reasonable costs, fees and expenses of administration of the Transaction Documents and preparation, execution and closing of any consents, amendments, waivers or other modifications thereto, including the reasonable fees, expenses and disbursements of counsel to such Purchaser Party in connection therewith and in connection with any other documents or matters requested by such Company Party (including through agents, contractors, trustees, representatives and advisors) or otherwise prepared or delivered in connection with any Transaction Document; (e) all the actual and reasonable costs, fees, expenses and disbursements of any auditors, accountants, consultants or appraisers used in connection with the Transaction Documents; (f) all the actual and reasonable costs, fees and expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by such Purchaser Party and its counsel) in connection with the inspection, verification, custody or preservation of any collateral, to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Sectionextent required or permitted under any Transaction Document; and (g) all costs, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs fees and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement, incurred by any Purchaser in enforcing any obligation owed hereunder of or in collecting any payments due from any Company Party hereunder or under the fees of their counselother Transaction Documents (including in connection with the sale of, stock transfer taxes on resale collection from, or other realization upon any collateral or the enforcement of any guaranty) or in connection with any negotiations, reviews, refinancing or restructuring of the Securities credit arrangements provided ▇▇▇▇▇▇▇▇▇, including in the nature of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings. The foregoing shall be in addition to, and shall not be construed to limit, any other provisions of the Transaction Documents regarding indemnification and costs and expenses to be paid by them and any advertising expenses connected with any offers they may makethe Company Parties.

Fees and Expenses. (a) The Company covenants and agrees the Selling Stockholders agree with the several Underwriters that the each Underwriter that: (i) The Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel bear all costs and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with with: the preparation, printing and filing of the Registration StatementStatement (including financial statements, schedules and exhibits), Preliminary Prospectuses and the Base Prospectus, any Preliminary Prospectus and the Final Prospectus drafts of each of them and any amendments and or supplements thereto and to any of them; the mailing and delivering duplication or, if applicable, printing (including all drafts thereof) of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any the Agreement among Among Underwriters, any Selected Dealer Agreements, the Blue Sky Survey Survey, the Underwriters' Questionnaire and the Power of Attorney and the duplication and printing (including of drafts thereof) of any other underwriting documents and material (including but not limited to marketing memoranda and other marketing material) in connection with the offering, purchase, sale and delivery of the SecuritiesShares; (iii) all expenses in connection with the qualification issuance, transfer and delivery of the Securities for offering Shares under this Agreement to the several Underwriters, including all expenses, taxes, duties, fees and commissions on the purchase and sale under state securities laws of the Shares and insurance securities laws as provided in Section 4(b) hereofNasdaq National Market brokerage and transaction levies with respect to the purchase and, including if applicable, the reasonable fees sale of the Shares incident to the sale and disbursements delivery of counsel for the Underwriters in connection with such qualification Shares by the Company and in connection with the Blue Sky SurveySelling Stockholders to the Underwriters; (iv) the filing fees incident to, cost of printing all stock certificates; the Transfer Agent's and Registrar's fees; the Custodian's fees; the fees and disbursements of counsel for the Company; all fees and other charges of the Company's independent public accountants and any other experts named in the Prospectus; the cost of furnishing to the several Underwriters copies of the Registration Statement (including appropriate exhibits), Preliminary Prospectus(es) and the Prospectus, the agreements and other documents and instruments referred to above and any amendments or supplements to any of the foregoing; NASD filing fees and reasonable fees and disbursements of Underwriters' counsel incurred in connection with, securing any required with the review by the National Association of Securities Dealers, Inc. ("NASD") NASD of the terms of the sale Offering of the SecuritiesShares; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of qualifying or registering the Shares (or obtaining exemptions from qualification or registration) under the laws of such jurisdictions as the Representatives may designate (including filing fees in connection with such state securities or blue sky qualifications, registrations and exemptions) and preparing the Securities; preliminary and any final Blue Sky Memorandum (vii) the fees and expenses of any trustee, paying agent or transfer agent and the including reasonable fees and disbursements of Underwriters' counsel for any such trustee, paying agent or transfer agent in connection therewith); all fees and expenses in connection with a Securities Agreement and qualification of the Securities issued pursuant to any Securities AgreementShares for inclusion for listing on the Nasdaq National Market; (viii) any travel expenses of the Company's officers share of roadshow expenses; and employees and any all other expenses of incurred by the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of its obligations hereunder. The Selling Stockholders will pay and bear all costs associated with the obligations of the Company hereunder which are not otherwise specifically provided for in this SectionCustodian and Custodian's fees. Except as provided in this SectionSection 6, the Underwriters, including the Representatives, shall bear all expenses incurred by it in connection with the offering, including (but not limited to) the expenses of its own counsel. The provisions of this Section 7(a)(i) are intended to relieve the Underwriters from the payment of the expenses and costs which the Selling Stockholders and the Company hereby agree to pay, but shall not affect any agreement which the Selling Stockholders and the Company may make, or may have made, for the sharing of any of such expenses and costs. Such agreements shall not impair the obligations of the Company and the Selling Stockholders hereunder to the several Underwriters. (ii) In addition to its obligations under Section 9(a) of this Agreement, the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any loss, claim, damage or liability described in Section 9(a) of this Agreement, it will reimburse or advance to or for the benefit of the Underwriters, and Sections 7 each of them, on a monthly basis (or more often, if requested) for all legal and 10 hereofother expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Company's obligation to reimburse or advance for the benefit of the Underwriters for such expenses or the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any portion, or all, of any such interim reimbursement payments or advances are so held to have been improper, the Underwriters receiving the same shall promptly return such amounts to the Company together with interest, compounded daily, at the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by Bank of America, NT&SA, San Francisco, California (the "Prime Rate"), but not in excess of the maximum rate permitted by applicable law. Any such interim reimbursement payments or advances that are not made to or for the Underwriters within 30 days of a request for reimbursement or for an advance shall bear interest at the Prime Rate, but not in excess of the maximum rate permitted by applicable law, from the date of such request until the date paid. (b) In addition to their obligations under Section 9(c) of this Agreement, the Underwriters severally and in proportion to their obligation to purchase Firm Shares as set forth on Schedule I hereto, agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any loss, claim, damage or liability described in Section 9(c) of this Agreement, they will pay reimburse or advance to (for the benefit of the Company on a monthly basis (or more often, if requested) for all legal and other expenses incurred by the Company in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of their own costs a judicial determination as to the propriety or enforceability of the Underwriters' obligation to reimburse or advance for the benefit of the Company for such expenses and expensesthe possibility that such payments or advances might later be held to have been improper by a court of competent jurisdiction. To the extent that any portion, or all, of any such interim reimbursement payments or advances are so held to have been improper, the Company shall promptly return such amounts to the Underwriters together with interest, compounded daily, at the Prime Rate, but not in excess of the maximum rate permitted by applicable law. Any such interim reimbursement payments or advances that are not made to the Company within 30 days of a request for reimbursement or for an advance shall bear interest at the Prime Rate, but not in excess of the maximum rate permitted by applicable law, from the date of such request until the date paid. (c) Any controversy arising out of the operation of the interim reimbursement and advance arrangements set forth in Sections 6(a)(ii) and 6(b) above, including the fees amounts of their counselany requested reimbursement payments or advance, stock transfer taxes the method of determining such amounts and the basis on resale which such amounts shall be apportioned among the indemnifying parties, shall be settled by arbitration conducted under the provisions of the Constitution and Rules of the Board of Governors of the New York Stock Exchange, Inc. or pursuant to the Code of Arbitration Procedure of the NASD. Any such arbitration must be commenced by service of a written demand for arbitration or a written notice of intention to arbitrate, therein electing the arbitration tribunal. If the party demanding arbitration does not make such designation of an arbitration tribunal in such demand or notice, then the party responding to the demand or notice is authorized to do so. Any such arbitration will be limited to the interpretation and obligations of the parties under the interim reimbursement and advance provisions contained in Sections 6(a)(ii) and 6(b) above and will not resolve the ultimate propriety or enforceability of the obligation to indemnify for or contribute to expenses that is created by the provisions of Section 9 of this Agreement. (d) If the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 of this Agreement is not satisfied, or because of any termination pursuant to Section 11(b) of this Agreement, or because of any refusal, inability or failure on the part of the Company to perform any material covenant or agreement set forth in this Agreement or to comply with any material provision of this Agreement other than by reason of a default by any of the Securities Underwriters, the Company agrees to reimburse the Representatives upon demand for, or pay directly, all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them and any advertising expenses connected the Representatives in connection with any offers they may makeinvestigating, preparing to market or marketing the Shares or otherwise in connection with this Agreement or the offering of the Shares.

Fees and Expenses. The Company covenants All expenses incident to the Company’s performance of or compliance with this Agreement including, without limitation, all registration and agrees with filing fees payable by the several Underwriters that the Company will pay or cause to be paid the following: (i) the feesCompany, disbursements fees and expenses of counsel and accountants to compliance by the Company in connection with the registration securities or blue sky laws, printing expenses of the Securities under the Act Company, messenger and all other delivery expenses in connection with the preparation, printing and filing of the Registration StatementCompany, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification Company and in connection with all independent certified public accountants of the Blue Sky Survey; (iv) Company, and other Persons retained by the filing fees incident toCompany will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Designated Holders of a majority (by number of shares) of the Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and any of the expenses incurred by any Designated Holder which are not specifically payable by the Company as described above, such costs to be borne by such Designated Holder or Holders, including, without limitation, ▇▇▇-▇▇ ▇▇ REGISTRATION RIGHTS AGREEMENT the following: underwriting fees, discounts and expenses, if any, applicable to any Designated Holder’s Registrable Securities; fees and disbursements of counsel for the Underwriters in connection with, securing or other professionals that any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent Designated Holder may choose to retain in connection with a Securities Agreement and the Securities issued Registration Statement filed pursuant to this Agreement (except as otherwise provided herein); selling commissions or stock transfer taxes applicable to the Registrable Securities registered on behalf of any Securities AgreementDesignated Holder; (viii) any travel expenses of the Company's officers and employees and any other expenses incurred by or on behalf of the Company such Designated Holder in connection with attending or hosting meetings with prospective purchasers the offer and sale of the Securities; and (ix) all such Designated Holder’s Registrable Securities other costs and than expenses incident to the performance of the obligations of which the Company hereunder which are not otherwise specifically provided for in is expressly obligated to pay pursuant to this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeAgreement.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that (a) Except as provided in Section 10(b), the Company will pay or cause to be paid all costs, fees, and expenses arising in connection with the sale of any Underwritten Securities through the Underwriters and in connection with the performance by the Company of its obligations hereunder and under any Terms Agreement, including the following: (i) the fees, disbursements and expenses of counsel and accountants incident to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing preparation and filing of the Registration Statement, any preliminary prospectus, the Base Time of Sale Prospectus, the Prospectus, any Preliminary Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and the Final Prospectus and any all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; thereto, (ii) expenses incident to the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale issuance and delivery of the such Underwritten Securities; , (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters Company and the Company’s independent registered public accounting firm, (iv) if approved by the Company in advance and in writing, expenses incident to the qualification of such Underwritten Securities under Blue Sky laws and other applicable state securities laws in accordance with the provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection withtherewith and in connection with the preparation of any survey of Blue Sky laws, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating expenses incident to the Securities; printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the cost of preparing fees and expenses, if any, incurred with respect to any applicable filing with the Securities; Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any trusteeUnderwritten Securities on the NYSE and (viii) if applicable, paying agent or transfer agent and the fees and disbursements expenses of counsel the trustee under the applicable Indenture. If so stated in the applicable Terms Agreement, the Underwriters agree to reimburse the Company for any such trustee, paying agent or transfer agent the stated amount of its expenses incurred in connection with a Securities Agreement and the Securities issued pursuant transactions contemplated by the applicable Terms Agreement. (b) The Underwriters agree to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of reimburse the Company for $725,000 of its expenses incurred in connection with attending or hosting meetings with prospective purchasers the offering of the Underwritten Securities; such reimbursement to occur simultaneously with the purchase and (ix) all other costs and expenses incident to the performance sale of the obligations of Underwritten Securities at the Company hereunder which are not otherwise specifically provided for in this Section. Except Closing Time (as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makedefined below).

Fees and Expenses. The Company covenants and agrees with the several Underwriters that (a) Except as provided in Section 10(b), the Company will pay or cause to be paid all costs, fees, and expenses arising in connection with the sale of any Underwritten Securities through the Underwriters and in connection with the performance by the Company of its obligations hereunder and under any Terms Agreement, including the following: (i) the fees, disbursements and expenses of counsel and accountants incident to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing preparation and filing of the Registration Statement, any preliminary prospectus, the Base Time of Sale Prospectus, the Prospectus, any Preliminary Prospectus free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and the Final Prospectus and any all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; thereto, (ii) expenses incident to the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale issuance and delivery of the such Underwritten Securities; , (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters Company and the Company’s independent registered public accounting firm, (iv) if approved by the Company in advance and in writing, expenses incident to the qualification of such Underwritten Securities under Blue Sky laws and other applicable state securities laws in accordance with the provisions of Section 9(a)(v) hereof, including related filing fees and the reasonable fees and disbursements of the Underwriters’ counsel in connection withtherewith and in connection with the preparation of any survey of Blue Sky laws, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating expenses incident to the Securities; printing and delivery to the Underwriters, in the quantities hereinabove stated, of copies of the Registration Statement and all amendments thereto and of the Prospectus, each preliminary prospectus, and all amendments and supplements thereto, (vi) the cost of preparing fees and expenses, if any, incurred with respect to any applicable filing with the Securities; Financial Industry Regulatory Authority, (vii) the fees and expenses incurred in connection with the listing of any trusteeUnderwritten Securities on the NYSE and (viii) if applicable, paying agent or transfer agent and the fees and disbursements expenses of counsel the trustee under the applicable Indenture. If so stated in the applicable Terms Agreement, the Underwriters agree to reimburse the Company for any such trustee, paying agent or transfer agent the stated amount of its expenses incurred in connection with a Securities Agreement and the Securities issued pursuant transactions contemplated by the applicable Terms Agreement. (b) The Underwriters agree to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of reimburse the Company for €600,000 of its expenses incurred in connection with attending or hosting meetings with prospective purchasers the offering of the Underwritten Securities; such reimbursement to occur simultaneously with the purchase and (ix) all other costs and expenses incident to the performance sale of the obligations of Underwritten Securities at the Company hereunder which are not otherwise specifically provided for in this Section. Except Closing Time (as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makedefined below).

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base any Preliminary Prospectus, any Preliminary Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") NASD of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers of the Securities that they may make.

Fees and Expenses. (a) The Company covenants and agrees with the several Underwriters that the each Underwriter that: (i) The Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel bear all costs and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with with: the preparation, printing and filing of the Registration StatementStatement (including financial statements, schedules and exhibits), Preliminary Prospectuses and the Base Prospectus, any Preliminary Prospectus and the Final Prospectus drafts of each of them and any amendments and or supplements thereto and to any of them; the mailing and delivering duplication or, if applicable, printing (including all drafts thereof) of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any the Agreement among Among Underwriters, any Selected Dealer Agreements, the Preliminary Blue Sky Survey and any Supplemental Blue Sky Survey, the Underwriters' Questionnaire and the Power of Attorney and the duplication and printing (including of drafts thereof) of any other underwriting documents and material (including but not limited to marketing memoranda and other marketing material) in connection with the offering, purchase, sale and deliver of the Stock; the issuance and delivery of the Securities; (iii) Stock under this Agreement to the several Underwriters, including all expenses in connection with expenses, taxes and duties on the qualification purchase and sale of the Securities for offering Stock and stock exchange brokerage and transaction levies with respect to the purchase and, if applicable, the sale under state securities laws of the Stock (x) incident to the sale and insurance securities laws as provided in Section 4(bdelivery of the Stock by the Company to the Underwriters and (y) hereof, including incident to the reasonable fees sale and disbursements delivery of counsel the Stock by the Underwriters to the initial purchasers thereof; the cost of printing the certificates for the Underwriters in connection with such qualification Stock; the Transfer Agents' and in connection with the Blue Sky SurveyRegistrars' fees; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Company; all fees and other charges of the Company's independent public accountants and any other experts named in the Prospectus; the cost of furnishing to the several Underwriters copies of the Registration Statement (including appropriate exhibits), Preliminary Prospectus and the Prospectus, the agreements and other documents and instruments referred to above and any amendments or supplements to any of the foregoing; the NASD filing fees; the cost of qualifying or registering the Stock (or obtaining exemptions from qualification or registration) under the laws of such jurisdictions as the Representative may designate (including filing fees and fees and costs/disbursements of Underwriters' counsel in connection withwith such NASD filings and state securities or Blue Sky qualifications, securing registrations and exemptions and in preparing the preliminary and any required review final Blue Sky Memorandum); all fees and expenses in connection with listing of the Stock on the Nasdaq National Market; all Company marketing expenses; and all other expenses incurred by the Company in connection with the performance of its obligations hereunder. In addition, the Company will pay the Representatives on the Closing Date and, if applicable, on the date on which Option Stock is purchased a non-accountable expense allowance of one percent (1%) of the gross proceeds (prior to deducting underwriting discounts and commissions) of the offering of the Stock. Except as provided in this Section 4(a), Section 4(d) and Section 7, the Underwriters shall pay all of their own expenses, including the fees of and disbursements to their counsel. (ii) In addition to its obligations under Section 7(a) of this Agreement, the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any loss, claim, damage or liability described in Section 7(a) of this Agreement, it will reimburse or advance to or for the benefit of the Underwriters, and each of them, on a quarterly basis for all legal and other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the Company's obligation to reimburse or advance for the benefit of the Underwriters for such expenses or the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any portion, or all, of any such interim reimbursement payments or advances are so held to have been improper, the Underwriters receiving the same shall promptly return such amounts to the Company together with interest, compounded daily, at the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by Bank of America, NT&SA, San Francisco, California (the "Prime Rate"), but not in excess of the maximum rate permitted by applicable law. Any such interim reimbursement payments or advances that are not made to or for the Underwriters within 30 days of a request for reimbursement or for an advance shall bear interest at the Prime Rate, compounded daily, but not in excess of the maximum rate permitted by applicable law, from the date of such request until the date paid. (b) In addition to their obligations under Section 7(b) of this Agreement, the Underwriters severally and in proportion to their obligation to purchase Firm Stock as set forth on Schedule I hereto, agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any loss, claim, damage or liability described in Section 7(b) of this Agreement, they will reimburse or advance to or for the benefit of the Company on a quarterly basis for all legal and other expenses incurred by the Company in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety or enforceability of the Underwriters' obligation to reimburse or advance for the benefit of the Company for such expenses and the possibility that such payments or advances might later be held to have been improper by a court of competent jurisdiction. To the extent that any portion, or all, of any such interim reimbursement payments or advances are so held to have been improper, the Company shall promptly return such amounts to the Underwriters together with interest, compounded daily, at the Prime Rate, but not in excess of the maximum rate permitted by applicable law. Any such interim reimbursement payments or advances that are not made to the Company within 30 days of a request for reimbursement or for an advance shall bear interest at the Prime Rate, compounded daily, but not in excess of the maximum rate permitted by applicable law, from the date of such request until the date paid. (c) Any controversy arising out of the operation of the interim reimbursement and advance arrangements set forth in Sections 4(a)(ii) and 4(b) above, including the amounts of any requested reimbursement payments or advance, the method of determining such amounts and the basis on which such amounts shall be apportioned among the indemnifying parties, shall be settled by arbitration conducted under the provisions of the Code of Arbitration Procedure of the National Association of Securities Dealers, Inc. ("NASD") Any such arbitration must be commenced by service of a written demand for arbitration or a written notice of intention to arbitrate, therein electing the arbitration tribunal. If the party demanding arbitration does not make such designation of an arbitration tribunal in such demand or notice, then the party responding to the demand or notice is authorized to do so. Any such arbitration will be limited to the interpretation and obligations of the terms parties under the interim reimbursement and advance provisions contained in Sections 4(a)(ii) and 4(b) above and will not resolve the ultimate propriety or enforceability of the obligation to indemnify for or contribute to expenses that is created by the provisions of Section 7 of this Agreement. (d) If the sale of the Securities; (v) Stock provided for herein is not consummated because any fees charged by securities rating services for rating condition to the Securities; (vi) obligations of the cost Underwriters set forth in Section 5 of preparing the Securities; (vii) the fees and expenses this Agreement is not satisfied, or because of any trusteetermination pursuant to Section 9(b) of this Agreement, paying agent or transfer agent and because of any refusal, inability or failure on the part of the Company to perform any covenant or agreement set forth in this Agreement or to comply with any provision of this Agreement other than by reason of a default by any of the Underwriters, the Company agrees to reimburse the several Underwriters upon demand for all reasonable out-of-pocket accountable expenses actually incurred (including fees and disbursements of counsel for counsel) that shall have been incurred by any such trustee, paying agent or transfer agent all of them in connection with a Securities Agreement and investigating, preparing to market or marketing the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company Stock or otherwise in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeAgreement.

Fees and Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base any Preliminary Prospectus, any Preliminary Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b4(c) 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, and insurance securities laws; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") Financial Industry Regulatory Authority of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Pricing Agreement; (viii) any travel expenses of the Company's ’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers of the Securities that they may make.

Fees and Expenses. The Company covenants and agrees with the ----------------- several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses incurred in connection with the preparation, printing and filing of the Registration Statement, the Base Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents Legal Investment Memoranda in connection with the offering, purchase, sale and delivery of the Securities; (iii) all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Surveyand Legal Investment surveys; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, to securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trusteeTrustee, paying agent Paying Agent or transfer agent Transfer Agent and the fees and disbursements of counsel for any such trusteeTrustee, paying agent Paying Agent or transfer agent Transfer Agent in connection with a Securities Agreement the Indenture and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ixviii) all other costs and expenses incident to the performance of the its obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except It is understood, however, that, except as provided in this Section, Section 8 and Sections 7 and 10 Section 9 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them them, and any advertising expenses connected with any offers they may make.

Fees and Expenses. The Company covenants 7.1 In consideration of the Sole Underwriter’s services and agrees provided the Open Offer and this Agreement shall have become unconditional and the Open Offer shall have been completed in accordance with its terms, and that the several Underwriters that Sole Underwriter shall have fulfilled all its obligations hereunder, the Company will pay to the Sole Underwriter an underwriting commission at the rate of 2 per cent of the amount being the Issue Price times the number of shares representing the Underwriting Commitment of and to the Sole Underwriter specified in clause 5.2(b), together with all reasonable costs, fees and out-of-pocket expenses properly incurred by the Sole Underwriter in connection with its underwriting of the Underwritten Shares. 7.2 In addition, the Company will be responsible for all reasonable costs, charges and expenses relating or cause incidental to be paid the following: (i) making of the feesOpen Offer including without limitation the costs, disbursements charges and expenses arising from the admission of the Offer Shares to listing on the Stock Exchange, all fees payable to the Registrar of Companies in Hong Kong, the fees and expenses of counsel its auditors, legal advisers, the Registrar, and accountants printing, advertising, brokerage, stamp duties and relevant trading fees and SFC transaction levy in Hong Kong. 7.3 The Sole Underwriter shall be at liberty to deduct the amount of underwriting commission and all costs, charges and expenses as set out in clause 7.2 from the amount of any subscription moneys payable by it pursuant to clause 5 but in the event that the said commission and all costs, charges and expenses as set out in clause 7.2 are not discharged by deduction, the same shall be paid by the Company to the Sole Underwriter by not more than four Business Days after the Final Acceptance Date. 7.4 The Company in connection with shall by not more than four Business Days after the registration of Final Acceptance Date or the Securities under date when the Act and relevant invoices are tendered to the Company, whichever is the later, pay all other costs, charges and expenses in connection with howsoever of or incidental to the preparation, Open Offer and the arrangements hereby contemplated including printing and filing of the Registration Statementtranslation charges, the Base Prospectuscapital duty, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection withCompany’s reporting accountants, securing any required review by legal advisers (Hong Kong and overseas), Registrar and receiving bankers to the National Association of Securities Dealers, Inc. Open Offer ("NASD"if any) of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident payable to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeStock Exchange.

Fees and Expenses. The Company covenants Subadviser shall not be required to pay any expenses of the Fund other than those specifically allocated to the Subadviser in this section. In particular, but without limiting the generality of the foregoing, the Subadviser shall not be responsible for the following expenses of the Fund: organization and agrees with certain offering expenses of the several Underwriters that Fund (including out-of-pocket expenses, but not including the Company will pay Subadviser's overhead and employee costs); fees payable to the Subadviser and to any other Fund advisers or cause to be paid the following: (i) the consultants; legal expenses; auditing and accounting expenses; interest expenses; taxes and governmental fees; fees, disbursements dues and expenses incurred by or with respect to the Fund in connection with membership in investment company trade organizations; cost of insurance relating to fidelity coverage for the Company's officers and employees; fees and expenses of counsel and accountants the Fund's Administrator or of any custodian, subcustodian, transfer agent, registrar, or dividend disbursing agent of the Fund; payments to the Company in connection with Administrator for maintaining the registration Fund's financial books and records and calculating its daily net asset value; other payments for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of the Securities under the Act and all preparing share certificates; other expenses in connection with the preparationissuance, printing offering, distribution or sale of securities issued by the Fund; expenses relating to investor and filing public relations; expenses of registering and qualifying shares of the Registration StatementFund for sale; freight, the Base Prospectus, any Preliminary Prospectus insurance and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents charges in connection with the offering, purchase, sale and delivery shipment of the SecuritiesFund's portfolio securities; (iii) brokerage commissions or other costs of acquiring or disposing of any portfolio securities or other assets of the Fund, or of entering into other transactions or engaging in any investment practices with respect to the Fund; expenses of printing and distributing prospectuses, Statements of Additional Information, reports, notices and dividends to stockholders; costs of stationery or other office supplies; any litigation expenses; costs of stockholders' and other meetings; the compensation and all expenses in connection with (specifically including travel expenses relating to the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD"Fund's business) of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trusteeofficers, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers directors and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers who are not interested persons of the SecuritiesSubadviser; and travel expenses (ixor an appropriate portion thereof) all other costs and expenses incident to the performance of the obligations officers or directors of the Company hereunder which who are not otherwise specifically provided for in this Section. Except as provided in this Sectionofficers, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any directors or employees of the Securities by them and Subadviser to the extent that such expenses relate to attendance at meetings of the Board of Directors of the Company with respect to matters concerning the Fund, or any advertising expenses connected with any offers they may makecommittees thereof or advisers thereto.

Fees and Expenses. The Company covenants (a) Regardless of whether the transactions contemplated in this Agreement are consummated, and agrees with the several Underwriters that regardless of whether for any reason this Agreement is terminated, the Company will pay or cause and hereby agrees to be paid indemnify each Underwriter against, all fees and expenses incident to the following: performance of the obligations of the Company under this Agreement, including, but not limited to, (i) the fees, disbursements fees and expenses of accountants and counsel for the Company, (ii) all costs and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses incurred in connection with the preparation, printing duplication, printing, filing, delivery, shipping and filing mailing of copies of the Registration StatementStatement and any pre-effective or post-effective amendments thereto, each Pre-Effective Prospectus, the Base Prospectus, any Preliminary Effective Prospectus and the Final Prospectus and any amendments and or supplements thereto and the mailing and delivering of copies thereof (including postage costs related to the delivery by the Underwriters and dealers; (ii) of any Pre-Effective Prospectus, the cost of printing Effective Prospectus or producing the Final Prospectus, or any amendment or supplement thereto), this Agreement, any Pricing Agreement, any Securities Agreement, any the Agreement among Among Underwriters, any Blue Sky Survey Selected Dealer Agreement, Underwriters' Questionnaire, and any all other documents in connection with the offeringtransactions contemplated herein, purchaseincluding the cost of all copies thereof, sale and delivery of the Securities; (iii) fees and expenses relating to qualification of the Shares under state securities or Blue Sky laws, including the cost of preparing and mailing the preliminary and final "Blue Sky Memorandum" and disbursements and reasonable fees of counsel in connection therewith, (iv) fees and expenses relating to all filings and negotiations with the NASD, including disbursements and reasonable fees of counsel in connection therewith, (v) the filing fees payable to the Commission, the NASD and state securities authorities, (vi) all expenses (including any applicable transfer taxes) incurred in connection with the qualification issuance and delivery to the Underwriters of the Securities for offering and sale under state securities laws and insurance securities laws as provided Shares to be sold in Section 4(baccordance with the Agreement, (vii) hereof, including the reasonable any costs or fees and disbursements of counsel for the Underwriters in connection with such qualification and incurred in connection with the Blue Sky Survey; (iv) quotation of the filing fees incident toShares on the Nasdaq Small-Cap Market, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident to the performance of the Company's obligations of the Company hereunder which are not otherwise specifically provided for in this Section. (b) If the Firm Shares are purchased and sold on the Closing Date, then the Company shall pay to the Representative an amount equal to 7% of the aggregate Public Offering Price of all Firm Shares sold in the Offering, which amount shall represent the underwriting discount. Except If any Additional Shares are purchased and sold on the Option Closing Date, then the Company shall pay to the Representative an additional amount equal to 7% of the aggregate Public Offering Price of all Additional Shares sold in the Offering, which amount shall represent an additional underwriting discount as provided aforesaid. (c) If the Firm Shares are purchased and sold on the Closing Date, then the Company shall pay to the Representative an amount equal to 3% of the aggregate Public Offering Price of all Firm Shares sold in the Offering, which amount shall represent a non-accountable allowance for the expenses incurred by the Representative in connection with its duties and activities under this SectionAgreement. If any Additional Shares are purchased and sold on the Option Closing Date, then the Company shall pay to the Representative an additional amount equal to 3% of the aggregate Public Offering Price of all Additional Shares sold in the Offering, which amount shall represent an additional non-accountable allowance for the expenses incurred by the Representative as aforesaid. (d) The Company agrees that if the Firm Shares are purchased and sold on the Closing Date then it will issue to the Representative individually, and not in its capacity as Representative, a warrant to purchase up to ten percent (10%) of the number of Shares of Common Stock offered by the Company at a price per share equal to 120% of the Public Offering Price (the "Underwriter's Warrant"). The Underwriter's Warrant shall not be exercisable for a period of one year from the date of issuance thereof and shall be exercisable thereafter for a period of four years. The Underwriter's Warrant shall be evidenced by a certificate in the form and contain the terms and conditions as set forth in the exhibits to the Registration Statement. The Underwriter's Warrant certificate shall be delivered in such denominations and in such names as may be requested by the Representative. (e) If the purchase of the Shares as herein contemplated is not consummated because this Agreement is terminated pursuant to Sections 7 12(a) or 12(b) hereof or because of the failure, refusal or inability on the part of the Company to perform all obligations and 10 hereofsatisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by any of the Underwriters, the Company shall reimburse the several Underwriters will pay all of for their own costs and documented out-of-pocket expenses, including counsel fees and disbursements, up to a maximum of $100,000 in connection with any investigation made by them, and any preparation made by them in respect of marketing of the fees Shares or in contemplation of the performance by them of their counsel, stock transfer taxes on resale of obligations hereunder. The Company shall not in any event be liable to any of the Securities Underwriters for the loss of anticipated profits from the transactions covered by them this Agreement. (f) In the event that the Company abandons the offering contemplated by the Registration Statement because (i) the Company is acquired by merger, purchase of assets or otherwise; or (ii) the Company reorganizes with another entity; or (ii) the Company completes a financing (other than normal bank debt), then the Company shall hire the Representative under the provisions of Section 6(g). Any such fees payable under Section 6(g) shall be in addition to the reimbursement of expenses described in paragraph (e) above. (g) During the Exclusivity Period (as defined below), if the Company determines to engage a financial advisor or investment bank to advise the Company with respect to (i) the issuance and public sale of equity securities of the Company, the Representative shall have the right, but not the obligation, to act as a placement agent or managing underwriter, as the case may be, or (ii) the sale or disposition of the Company or any advertising expenses connected of its assets or the acquisition by the Company of any securities or assets of any other business entity, the Representative shall have the right, but not the obligation, to act as the Company's exclusive financial advisor. In connection with any offers they may makesuch engagements, the Company and the Representative shall enter into agreements, appropriate under the circumstances, containing provisions for compensation, indemnification, and other matters that are usual and customary for other similar circumstances in which the Representative is engaged. The "Exclusivity Period" refers to the two year period commencing from the date of this agreement regardless of whether or not the offering is consummated, PROVIDED, HOWEVER, that in the event that the Representative abandons the offering for any reason, the Exclusivity Period shall terminate as of the date of any such abandonment.

Fees and Expenses. The Company covenants All expenses incident to the Company’s performance of or compliance with this Agreement including, without limitation, all registration and agrees with filing fees payable by the several Underwriters that the Company will pay or cause to be paid the following: (i) the feesCompany, disbursements fees and expenses of counsel and accountants to compliance by the Company in connection with the registration securities or blue sky laws, printing expenses of the Securities under the Act Company, messenger and all other delivery expenses in connection with the preparation, printing and filing of the Registration StatementCompany, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification Company and in connection with all independent certified public accountants of the Blue Sky Survey; (iv) Company, and other Persons retained by the filing fees incident toCompany will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. In connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Designated Holders of a majority (by number of shares) of the Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities or any of the expenses incurred by any Designated Holder that are not payable by the Company, such costs to be borne by such Designated Holder or Holders, including, without limitation, underwriting fees, discounts and expenses, if any, applicable to any Designated Holder’s Registrable Securities; fees and disbursements of counsel for the Underwriters in connection with, securing or other professionals that any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent Designated Holder may choose to retain in connection with a Securities Agreement and the Securities issued Registration Statement filed pursuant to this Agreement (except as otherwise provided herein); selling commissions or stock transfer taxes applicable to the Registrable Securities registered on behalf of any Securities AgreementDesignated Holder; (viii) any travel expenses of the Company's officers and employees and any other expenses incurred by or on behalf of the Company such Designated Holder in connection with attending or hosting meetings with prospective purchasers the offer and sale of the Securities; and (ix) all such Designated Holder’s Registrable Securities other costs and than expenses incident to the performance of the obligations of which the Company hereunder which are not otherwise specifically provided for in is expressly obligated to pay pursuant to this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeAgreement.

Fees and Expenses. The Company covenants (a) Borrower's Obligation to Pay. Borrower agrees to pay to Agent ---------------------------- for its benefit, on demand, all costs and agrees expenses that Agent pays or incurs in connection with the several Underwriters that the Company will pay or cause to be paid the followingnegotiation, preparation, consummation, administration, enforcement and termination of this Agreement, including, without limitation: (i) the fees, disbursements Attorney Costs; (ii) costs and expenses (including attorneys' and paralegals' fees and disbursements which shall include the allocated costs of Agent's and Agent's in-house counsel fees and accountants to the Company disbursements) in connection with the registration negotiation, preparation, consummation, administration, enforcement and termination of the Securities under the Act this Agreement and all other expenses any amendment, restatement, supplement, waiver, consent or subsequent closing in connection with the preparationLoan Documents and the transactions contemplated thereby; provided, printing however, that if Agent uses a law firm or other external counsel with respect to any Loan and Security Agreement matter, Borrower shall be obligated to reimburse Agent for the fees, expenses, and disbursements of such law firm or other external counsel, but not also the allocated cost of internal legal services of Agent with respect to such matter; (iii) costs and expenses of Lien and title searches and title insurance; (iv) taxes, fees and other charges and expenses (including attorneys' and paralegals' fees and disbursements, which shall include the allocated costs of Agent's in- house counsel fees and disbursements; provided, however, that if Agent uses a law firm or other external counsel with respect to any matter, Borrower shall be obligated to reimburse Agent for the fees, expenses, and disbursements of such law firm or other external counsel, but not also the allocated cost of internal legal services of Agent with respect to such matter) for recording and filing of the Registration Statementfinancing statements and continuations and taking other actions in any location where Collateral is or may become located or where Agent's Liens are to be registered, the Base Prospectusfiled or otherwise perfected, any Preliminary Prospectus to perfect, protect and the Final Prospectus continue Agent's Liens (including costs and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing expenses paid or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents incurred by Agent in connection with the offeringconsummation of this Agreement and each Loan Document); (v) sums paid or incurred to pay any amount or take any action required of Borrower under the Loan Documents that Borrower fails to pay or take; (vi) costs of appraisals, purchase, sale inspections and delivery verifications of the SecuritiesCollateral and of Borrower's operations, books and records, including, without limitation, travel, lodging, and meals for inspections of the Collateral and Borrower's operations, books and records by Agent's and the Lenders' officers, employees and agents plus Agent's and Lenders' charges for field examinations and audits and the preparation of reports thereof; (iiivii) all costs and expenses of forwarding Loan proceeds, collecting checks and other items of payment, and establishing and maintaining lock-box, deposit accounts and any other payment accounts; (viii) costs and expenses of preserving and protecting the Collateral; (ix) costs and expenses (including attorneys' and paralegals' fees and disbursements, which shall include the allocated cost of Agent's in-house counsel fees and disbursements; provided, however, that if Agent uses a law firm or other external counsel with respect to any matter, Borrower shall be obligated to reimburse Agent for the fees, expenses, and disbursements of such law firm or other external counsel, but not also the allocated cost of internal legal services of Agent with respect to such matter) paid or incurred to obtain payment of the Obligations, enforce Agent's Liens, sell or otherwise realize upon the Collateral, defend any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby, correct any Event of Default, gain possession of, maintain, handle, evaluate, preserve, store, ship, sell, prepare for sale and/or advertise to sell the Collateral or any other property of Borrower, whether or not a sale is consummated, and otherwise to enforce the provisions of this Agreement and the other Loan Documents (with or without suit) and in connection with appellate proceedings in any appeals court (including, without limitation, preparations for and consultations concerning any of such matters); and (x) wire transfer fees in connection with the qualification forwarding of money by Agent to any Lender or Borrower. The foregoing shall not be construed to limit any other provisions of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other Loan Documents regarding costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities be paid by them and any advertising expenses connected with any offers they may makeBorrower.

Fees and Expenses. 16.1 The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) 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; (iv) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") of the terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) Selling Shareholders shall pay the fees and expenses of the BRLMs as specified in the Engagement Letter. All outstanding amounts payable to the BRLMs in accordance with the terms of the Engagement Letter shall be payable directly from the Public Offer Account after transfer of funds from Escrow Accounts to the Public Offer Account and immediately on receipt of the listing and trading approvals from the Stock Exchanges in the manner agreed in the Cash Escrow and Sponsor Bank Agreement. 16.2 Other than (i) (a) the listing fees, (b) audit fees of statutory auditors, and (c) expenses for any trusteeproduct or corporate advertisements (other than the expenses relating to marketing and advertisements undertaken in connection with the Offer), paying agent which shall be solely borne by the Company; and (ii) fees for counsel to the Selling Shareholders, if any, which shall be solely borne by the respective Selling Shareholders, all costs, charges, fees and expenses incurred directly in connection with the Offer including, inter-alia, filing fees, book building fees and other charges, fees and expenses of the SEBI, the Stock Exchanges, the Registrar of Companies and any other Governmental Authority, marketing and advertisements undertaken in connection with the Offer, printing, road show expenses, accommodation and travel expenses, fees and expenses of the legal counsel to the Company and the Indian and international legal counsel to the BRLMs, fees and expenses of the statutory auditors, registrar fees and broker fees (including fees for procuring of applications), bank charges, fees and expenses of the BRLMs, syndicate members, Self Certified Syndicate Banks, other Designated Intermediaries and any other consultant, advisor or transfer agent third party appointed in connection with the Offer with the consent of the Selling Shareholders, shall be borne by the Company and the Selling Shareholders in proportion to the number of Equity Shares issued and/or transferred by the Company and the Selling Shareholders in the Offer, respectively. All such expenses shall be paid by the Company in the first instance and that each of the Selling Shareholders shall reimburse the Company for respective proportion of the expenses upon commencement of listing and trading of the Equity Shares on the Stock Exchanges, in accordance with the framework provided under the Cash Escrow and Sponsor Bank Agreement. 16.3 In the event of withdrawal of the Offer or the Offer is not successful or consummated, all costs and expenses with respect to the Offer shall be borne by the Company, unless specifically required otherwise by the relevant Governmental Authority. In such an event, the BRLMs and legal counsel shall be entitled to receive fees and reimbursement for expenses which may have accrued to it up to the date of such postponement, withdrawal or abandonment. It is clarified that, subject to the provisions of Section 16.2 above and this Section 16.3, in the event the Offer is postponed or withdrawn or abandoned, the Company shall be liable to bear the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any travel expenses of the Company's officers BRLMs and employees and any other expenses of the Company legal counsels in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses incident relation to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeOffer.

Fees and Expenses. (a) The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel bear all costs and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with with: the preparation, printing and filing of the Registration StatementStatement (including financial statements, schedules and exhibits), Preliminary Prospectus Supplement/Prospectus and the Base Prospectus Supplement/Prospectus, any Preliminary Prospectus and the Final Prospectus drafts of each of them and any amendments and or supplements thereto and to any of them; the mailing and delivering duplication or, if applicable, printing (including all drafts thereof) of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, the Agreement Among Underwriters, any Pricing Selected Dealer Agreements, the Warrant Agreement, any Securities Agreement, any Agreement among Underwriters, any Preliminary Blue Sky Survey or Memorandum and any Supplemental Blue Sky Survey or Memorandum, the Underwriters' Questionnaire and the Power of Attorney and the duplication and printing (including of drafts thereof) of any other underwriting documents and material (including but not limited to marketing memoranda and other marketing material) in connection with the offering, purchase, sale and delivery of the SecuritiesShares; (iii) all expenses in connection with the qualification issuance and delivery of the Securities for offering Shares under this Agreement to the several Underwriters, including all expenses, taxes, duties, fees and commissions on the purchase and sale under state securities laws of the Shares and insurance securities laws as provided in Section 4(b) hereofNasdaq National Market brokerage and transaction levies with respect to the purchase and, including if applicable, incident to the reasonable fees sale and disbursements delivery of counsel for the Shares by the Company to the several Underwriters in connection with such qualification and in connection with by the Blue Sky Surveyseveral Underwriters to the initial purchasers thereof; (iv) the filing fees incident to, cost of printing all stock certificates; the Transfer Agents' and Registrars' fees; the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the National Association of Securities Dealers, Inc. ("NASD") Company; all fees and other charges of the terms of the sale of the SecuritiesCompany's independent public accountants; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing furnishing to the Securitiesseveral Underwriters copies of the Registration Statement (including appropriate exhibits), Preliminary Prospectus Supplement/Prospectus and the Prospectus Supplement/Prospectus, the agreements and other documents and instruments referred to above and any amendments or supplements to any of the foregoing; (vii) the NASD filing fees and expenses the cost of any trustee, paying agent qualifying or transfer agent registering the Shares (or obtaining exemptions from qualification or registration) under the securities or Blue Sky laws of such jurisdictions as you designate (including filing fees and the fees and disbursements costs/charges of Underwriters' counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement such state securities or Blue Sky qualifications, registrations and the Securities issued pursuant to any Securities Agreementexemptions); (viii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs fees and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.connection