Common use of Payment of Expenses Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viiv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters up to a maximum of $10,000); (viiv) any fees charged by the Rating Agencies for rating the Certificatescost of preparing stock certificates; (viiivi) the fees costs and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses charges of any counsel to such parties)transfer agent and any registrar; (ixvii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by FINRA (including the reasonable fees and expenses of counsel for the Underwriters up to a maximum aggregate amount of $25,000); (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansNasdaq Market.

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

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

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

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

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters of up to $10,000); (vii) any fees charged by the Rating Agencies for rating the Certificates; (viiivi) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixvii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Underlying Securities on the purchase of the Mortgage LoansExchange.

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

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor Company will pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementPreliminary Memorandum, the Time of Sale InformationOffering Memorandum, any Issuer Free Writing Prospectus Company Written Communication and the Prospectus Final Memorandum (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for to the Underwriters; (v) the fees and expenses of the Depositor’s counsel Xxx Parties and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); and (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers investors (subject to the reimbursement by the Initial Purchasers of Offered Certificatesone-half of the costs of using an airplane with respect to any such “road show” presentation); provided that, except as provided in this Section 10, the Initial Purchasers shall pay their own costs and (xi) expenses, including the costs and expenses of their counsel, any transfer taxes on the Depositor in connection with Securities that they may sell and the purchase expenses of advertising any offering of the Mortgage LoansSecurities made by the Initial Purchasers.

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor Company and Xxxxxxxx Xxxx, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees Company’s and expenses of the Depositor’s Xxxxxxxx Xxxx’x counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the laws of such jurisdictions as the Representative Underwriter may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriter); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any fees charged by the Rating Agencies for rating the Certificatestransfer agent and any registrar; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase Exchange. This Section 13(a) shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Mortgage LoansCompany and Xxxxxxxx Xxxx, on the one hand, and the Selling Stockholder, on the other hand.

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

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

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

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all reasonable and documented costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any stamp or transfer taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees filing fees, if any, incurred in connection with the review and expenses qualification of counsel for the Underwritersoffering of the Securities by the Financial Industry Regulatory Authority, Inc. (FINRA); (v) the v)the fees and expenses of the DepositorCompany’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by the Rating Agencies rating agencies for rating or confirming the Certificatesrating agency treatment of the Securities; (viiivii) the fees and expenses of the Trustee, the Certificate Securities Administrator, the Master Servicerany registrar, the Special Servicer and the Senior Trust Advisor any paying or calculation agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapproval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers investors. For the sake of Offered Certificates; and (xi) clarity, the costs and expenses Company shall not be obligated to pay, or cause to be paid, the fees of legal counsel to the Depositor in connection with the purchase of the Mortgage LoansUnderwriters.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor Company and Xxxxxxxx Xxxx, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees Company’s and expenses of the DepositorXxxxxxxx Lane’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the laws of such jurisdictions as the Representative Underwriter may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriter); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any fees charged by the Rating Agencies for rating the Certificatestransfer agent and any registrar; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase Exchange. This Section 13(a) shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Mortgage LoansCompany and Xxxxxxxx Xxxx, on the one hand, and the Selling Stockholders or any individual Selling Stockholder, on the other hand.

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

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

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

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

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

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

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

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company and the Subsidiary Guarantor jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $15,000); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) any expenses and application fees related to the costs and expenses listing of the Depositor in connection with the purchase of the Mortgage LoansSecurities on any exchange, if applicable.

Payment of Expenses. (a) Whether or not the transactions contemplated Conversion is completed or the sale and issuance of the Shares by this Agreement are consummated or this Agreement the Company is terminatedconsummated, the Depositor Primary Parties will pay or cause to be paid for all costs and their expenses incident to the performance of its obligations hereunderthis Agreement customarily borne by issuers, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation and delivery filing of the Certificates and any taxes payable in that connectionApplications; (iib) the costs incident to the preparation, printing printing, filing, delivery and filing under the Securities Act mailing of the Registration Statement, including the Time of Sale InformationProspectus, any Issuer Free Writing Prospectus and all documents related to the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofOffering; (iiic) the costs of reproducing and distributing each of the Basic Documents; (iv) the all fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the Depositor’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment preparation of the Offered Certificates under the laws of such jurisdictions as the Representative may designate Information Statement and the preparation, printing and distribution solicitation of a Blue Sky Memorandum Depositor approval of the Plan; (including the related d) all filing fees and expenses of counsel for the Underwriters); (vii) any fees charged by the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase qualification or registration of the Mortgage LoansShares for offer and sale by the Company under the securities or blue sky laws, including without limitation filing fees, reasonable legal fees and disbursements of counsel in connection therewith, and in connection with the preparation of the Blue Sky Memorandum; (e) the filing fees of FINRA related to the Agent’s fairness filing under FINRA Rule 5310; (f) fees and expenses related to the preparation of the Appraisal; (g) fees and expenses related to auditing and accounting services; (h) expenses relating to advertising, temporary personnel, investor meetings and stock information center; (i) transfer agent fees and costs of preparation and distribution of stock certificates; and (j) any fees or expenses associated with listing on NASDAQ. In the event that the Agent incurs any expenses on behalf of the Primary Parties, the Primary Parties will pay or reimburse the Agent for such expenses regardless of whether the Conversion is successfully completed, and such reimbursements will not be included in the expense limitations set forth in Section 4 above.

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

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

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing printing, reproduction, delivery to or at the direction of the Representatives and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof); (iii) the costs of reproducing and distributing each of this Agreement, the Basic DocumentsSecurities and any Blue Sky Memorandum; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor any transfer agent or registrar (including related fees and expenses of any counsel to such parties); (ixviii) if required, all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; (xix) all expenses and application fees related to the listing of the Securities on the New York Stock Exchange; and (x) the transportation and other expenses incurred by or on behalf of the Company representatives (but excluding for the avoidance of doubt such transportation and other expenses incurred by or on behalf of representatives of the Underwriters) in connection with any “road show” presentation presentations to potential prospective purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage LoansSecurities.

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

Payment of Expenses. (a) A. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate reasonably request and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authoritywith, and clearance of any offering by, FINRA; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers investors. Except as explicitly provided in this Section 10 and Section 7, the Underwriters shall pay their own expenses, including the fees and disbursements of Offered Certificates; their counsel and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansother advisors.

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

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

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

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

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

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

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

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

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

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

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

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Notes and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements, the Time exhibits, schedules, consents and certificates of Sale Informationexperts), any each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus (including Prospectus, and all exhibits, amendments and supplements thereto) , and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documentsdocuments relating to this offering; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Notes under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Survey (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesNotes; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapproval of the Notes for book-entry transfer by DTC; (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; investors and (xix) the all other fees, costs and expenses referred to in Item 14 of Part II of the Depositor in connection with the purchase of the Mortgage LoansRegistration Statement.

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

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

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

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

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the Time of Sale InformationPricing Disclosure Package, any Issuer Free Writing Prospectus Company Additional Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) Company’s and the fees and expenses of the Depositor’s Guarantors’ counsel and the Company’s independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers subject to a maximum amount of $15,000); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA; and (xix) all expenses incurred by the Company (but not the Initial Purchasers) in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

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

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

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

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

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

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of this Agreement, the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documentsdocuments referred to in clause (ii) above; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any fees charged by the Rating Agencies for rating the Certificatestransfer agent and any registrar; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA; (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers investors; (x) all expenses and application fees related to the listing of Offered Certificatesthe Shares on the NASDAQ Market; and (xi) the costs fees and expenses of the Depositor in connection with Selling Stockholder’s counsel (unless payable by the purchase of Selling Stockholder to the Mortgage Loansextent required pursuant to any agreement between the Company and the Selling Stockholder).

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

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

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

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Issuer and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including including, without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the any other Time of Sale Information, any Issuer Free Writing Prospectus Written Communication and the Prospectus Offering Memorandum (including all exhibits, any amendments and or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) Issuer’s and the fees and expenses of the Depositor’s Guarantors’ counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing the approval of the Securities for book-entry transfer by Euroclear and Clearstream; (ix) the fees and expenses incurred in connection with the Financial Industry Regulatory Authority; listing of the Securities and (x) 50% of all expenses incurred by the Issuer in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement and the Forward Sale Agreement are consummated or this Agreement or the Forward Sale Agreement is terminated, the Depositor Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) the costs of preparing stock certificates, if applicable; (vii) the costs and charges of any fees charged by the Rating Agencies for rating the Certificatestransfer agent and any registrar; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; (ix) all expenses and application fees relating to the listing of the Securities on the New York Stock Exchange, including the shares of Common Stock, if any, issuable upon settlement of the Forward Sale Agreement or pursuant to an Acceleration Event (as defined in the Forward Sale Agreement); and (x) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

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

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountantsregistered public accounting firm; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters)designate; (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of any offering by, the Financial Industry Regulatory AuthorityNASD (including the fees and expenses of the Independent Underwriter acting as “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the NASD); (ix) the approval of the Securities for book-entry transfer by DTC; (x) any fees or costs incident to listing the Underlying Securities on the Exchange; and (xi) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company agrees to pay all costs, the Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the Depositor’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation: (i) all expenses incurred by the Company incident to the issuance, delivery and qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative may designate and the preparation, Securities (including all printing and distribution of a Blue Sky Memorandum engraving costs); (including the related ii) all fees and expenses of counsel the registrar and transfer agent of the Common Stock; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company's counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred by the Company in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Base Prospectus and the Prospectus Supplement, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys' fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the Underwriters)state securities or blue sky laws or the securities laws of any other country; (vii) the filing fees incident to any fees charged review and approval by the Rating Agencies for rating NASD of the CertificatesPlacement Agents' participation in the offering and distribution of the Securities; (viii) the fees and expenses of associated with including the Trustee, Securities on the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties)Nasdaq National Market; (ix) all costs and expenses incident to the travel and application fees incurred in connection with any filing with accommodation of the Financial Industry Regulatory AuthorityCompany's employees on the "roadshow," if any; and (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the other fees, costs and expenses referred to in Part II of the Depositor in connection with the purchase of the Mortgage LoansRegistration Statement.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company and each of the Guarantors jointly and severally agrees to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and one-half of the application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA (including the fees and expenses of Xxxxxx Xxxxxxxxxx Xxxxx LLC acting as “qualified independent underwriter” within the meaning of the aforementioned NASD Rule 2720 of FINRA); and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; provided that, with respect to travel costs, the Company and (xi) the costs and Guarantors shall only be responsible for expenses of the Depositor in connection with the purchase of the Mortgage Loansthat are economy class or comparable.

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

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

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

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

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

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

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

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

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

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

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