Company Uses in Expenses Clause

Expenses from Sales Agency Financing Agreement

Sales Agency Financing Agreement (this Agreement), dated as of June 2, 2017, among BOSTON PROPERTIES, INC., a Delaware corporation (the Company), BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the Operating Partnership), and , [a registered broker-dealer organized under the laws of Delaware] ( ).

Expenses. The Company covenants and agrees with that the Company shall pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Companys counsel and accountants in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Issuance Supplements and all other amendments and supplements thereto and the mailing and delivering of copies thereof to and the Principal Market; (ii) s reasonable documented out-of-pocket expenses, including the reasonable fees, disbursements and expenses of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for (up to, together with the fees, disbursements and expenses of such counsel, pursuant to Section 9.02(ii) of the Alternative Sales Agency Agreements, $75,000 in the aggregate) (including in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.02 hereof, in connection with preparing any blue sky survey and in connection with any review by FINRA), in connection with the Closing; (iii) the cost (other than those expenses described in clause (ii) above) of printing, preparing or reproducing this Agreement and any other documents in connection with the offering, purchase, sale and delivery of the Common Shares; (iv) all filing fees and expenses (other than those expenses described in clause (ii) above) in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.02 hereof; (v) the cost of preparing the Common Shares; (vi) the fees and expenses of any transfer agent of the Company; (vii) the cost of providing any CUSIP or other identification numbers for the Common Shares; (viii) the fees and expenses incurred in connection with the listing or qualification of the Common Shares on the Principal Market and any filing fees incident to any required review by FINRA of the terms of the sale of the Common Shares in connection with this Agreement and the Registration Statement (including the reasonable fees, disbursements and expenses of counsel for ), and (ix) all other costs and expenses incident to the performance of the Companys obligations hereunder that are not otherwise specifically provided for in this Section.

Expenses from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of April 25, 2017, by and among AdvancePierre Foods Holdings, Inc., a Delaware corporation (the "Company"), Tyson Foods, Inc., a Delaware corporation ("Parent"), and DVB Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub").

Expenses. (a) General. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.(b) Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 11.01(c)(i) [Adverse Recommendation Change], 11.01(c)(ii) [Breach of Non-Solicit], or by the Company pursuant to Section 11.01(d)(i) [Superior Proposal], then the Company shall pay to Parent in immediately available funds $100,000,000 (the "Termination Fee"), in the case of a termination by Parent, within three Business Days after such termination and, in the case of a termination by the Company, substantially concurrent with such termination, and as a condition thereto.(ii) If (A) this Agreement is terminated (x) by Parent or the Company pursuant to Section 11.01(b)(i) [End Date] and at such time the conditions set forth in clauses (B) and (E) of Annex I shall have been satisfied or (y) by Parent pursuant to Section 11.01(c)(iii) [Other Breach], (B) after the date of this Agreement and prior to such termination, an Acquisition Proposal shall have been publicly announced or otherwise been communicated to the Board of Directors and (C) within 12 months following the date of such termination, the Company or any of its Subsidiaries shall have entered into a definitive agreement with respect to or recommended to its stockholders an Acquisition Proposal that is later consummated or an Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to "15%" in the definition of Acquisition Proposal shall be deemed to be a reference to "50%"), then the Company shall pay to Parent in immediately available funds, prior to or concurrently with such consummation, the Termination Fee.(c) Other Costs and Expenses. The Company acknowledges that the agreements contained in this Section 12.04 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Merger Sub would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amount due to Parent pursuant to this Section 12.04, it shall also pay any costs and expenses incurred by Parent or Merger Sub in connection with a legal action to enforce this Agreement that results in a judgment against the Company for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date. In no event shall the Company be required to pay more than one Termination Fee.

Expenses from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of April 25, 2017, by and among AdvancePierre Foods Holdings, Inc., a Delaware corporation (the Company), Tyson Foods, Inc., a Delaware corporation (Parent), and DVB Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub).

Expenses. (a) General. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. (b) Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 11.01(c)(i) [Adverse Recommendation Change], 11.01(c)(ii) [Breach of Non-Solicit], or by the Company pursuant to Section 11.01(d)(i) [Superior Proposal], then the Company shall pay to Parent in immediately available funds $100,000,000 (the Termination Fee), in the case of a termination by Parent, within three Business Days after such termination and, in the case of a termination by the Company, substantially concurrent with such termination, and as a condition thereto. (ii) If (A) this Agreement is terminated (x) by Parent or the Company pursuant to Section 11.01(b)(i) [End Date] and at such time the conditions set forth in clauses (B) and (E) of Annex I shall have been satisfied or (y) by Parent pursuant to Section 11.01(c)(iii) [Other Breach], (B) after the date of this Agreement and prior to such termination, an Acquisition Proposal shall have been publicly announced or otherwise been communicated to the Board of Directors and (C) within 12 months following the date of such termination, the Company or any of its Subsidiaries shall have entered into a definitive agreement with respect to or recommended to its stockholders an Acquisition Proposal that is later consummated or an Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to 15% in the definition of Acquisition Proposal shall be deemed to be a reference to 50%), then the Company shall pay to Parent in immediately available funds, prior to or concurrently with such consummation, the Termination Fee. (c) Other Costs and Expenses. The Company acknowledges that the agreements contained in this Section 12.04 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Merger Sub would not enter into this Agreement. Accordingly, if the Company fails promptly to pay any amount due to Parent pursuant to this Section 12.04, it shall also pay any costs and expenses incurred by Parent or Merger Sub in connection with a legal action to enforce this Agreement that results in a judgment against the Company for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date. In no event shall the Company be required to pay more than one Termination Fee.

Expenses from Sales Agency Financing Agreement

Sales Agency Financing Agreement (this Agreement), dated as of January 10, 2017 between BRANDYWINE REALTY TRUST, a Maryland real estate investment trust (the Company) and BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Operating Partnership), and RBC Capital Markets, LLC, a registered broker-dealer organized under the laws of Delaware (the Agent).

Expenses. The Company covenants and agrees with the Agent that the Company shall pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Companys counsel and independent registered public accounting firm in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Issuance Supplements and all other amendments and supplements thereto and the mailing and delivering of copies thereof to the Agent and the Principal Exchanges; (ii) initial reasonable documented fees, disbursements and expenses of counsel of the Agent and the Alternative Sales Agents (including in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.02 hereof and in connection with preparing any blue sky survey), in connection with this Agreement and the Registration Statement (not to exceed $150,000 plus the reasonable disbursements and expenses of such counsel); (iii) the cost (other than those expenses described in clause (ii) above) of printing, preparing or reproducing this Agreement and any other documents in connection with the offering, purchase, sale and delivery of the Common Shares; (iv) all filing fees and expenses (other than those expenses described in clause (ii) above) in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.02 hereof; (v) the cost of preparing the Common Shares; (vi) the fees and expenses of any transfer agent of the Company; (vii) the cost of providing any CUSIP or other identification numbers for the Common Shares; (viii) the fees and expenses incurred in connection with the listing or qualification of the Common Shares on the Principal Market and any filing fees incident to any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Common Shares in connection with this Agreement and the Registration Statement (including the reasonable fees, disbursements and expenses of counsel for the Agent), and (ix) all other costs and expenses incident to the performance of the Companys obligations hereunder that are not otherwise specifically provided for in this Section. During the term of this Agreement, the Company shall pay the fees of counsel to the Agent and the other Sales Agents for its quarterly due diligence review (with the amount for such counsel not to exceed $25,000 plus reasonable disbursements and expenses per fiscal quarter or such higher amount as shall be agreed in good faith between the Company and the Agent in light of the relevant circumstances in such fiscal quarter, including whether more than one fiscal quarter has passed since the most recent due diligence review).

Expenses from Sales Agency Financing Agreement

Sales Agency Financing Agreement (this Agreement), dated as of January 10, 2017 between BRANDYWINE REALTY TRUST, a Maryland real estate investment trust (the Company) and BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Operating Partnership), and Barclays Capital Inc., a registered broker-dealer organized under the laws of Delaware (the Agent).

Expenses. The Company covenants and agrees with the Agent that the Company shall pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Companys counsel and independent registered public accounting firm in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Issuance Supplements and all other amendments and supplements thereto and the mailing and delivering of copies thereof to the Agent and the Principal Exchanges; (ii) initial reasonable documented fees, disbursements and expenses of counsel of the Agent and the Alternative Sales Agents (including in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.02 hereof and in connection with preparing any blue sky survey), in connection with this Agreement and the Registration Statement (not to exceed $150,000 plus the reasonable disbursements and expenses of such counsel); (iii) the cost (other than those expenses described in clause (ii) above) of printing, preparing or reproducing this Agreement and any other documents in connection with the offering, purchase, sale and delivery of the Common Shares; (iv) all filing fees and expenses (other than those expenses described in clause (ii) above) in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.02 hereof; (v) the cost of preparing the Common Shares; (vi) the fees and expenses of any transfer agent of the Company; (vii) the cost of providing any CUSIP or other identification numbers for the Common Shares; (viii) the fees and expenses incurred in connection with the listing or qualification of the Common Shares on the Principal Market and any filing fees incident to any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Common Shares in connection with this Agreement and the Registration Statement (including the reasonable fees, disbursements and expenses of counsel for the Agent), and (ix) all other costs and expenses incident to the performance of the Companys obligations hereunder that are not otherwise specifically provided for in this Section. During the term of this Agreement, the Company shall pay the fees of counsel to the Agent and the other Sales Agents for its quarterly due diligence review (with the amount for such counsel not to exceed $25,000 plus reasonable disbursements and expenses per fiscal quarter or such higher amount as shall be agreed in good faith between the Company and the Agent in light of the relevant circumstances in such fiscal quarter, including whether more than one fiscal quarter has passed since the most recent due diligence review).

Expenses from Sales Agency Financing Agreement

Sales Agency Financing Agreement (this Agreement), dated as of January 10, 2017 between BRANDYWINE REALTY TRUST, a Maryland real estate investment trust (the Company) and BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Operating Partnership), and Jefferies LLC, a registered broker-dealer organized under the laws of Delaware (the Agent).

Expenses. The Company covenants and agrees with the Agent that the Company shall pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Companys counsel and independent registered public accounting firm in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Issuance Supplements and all other amendments and supplements thereto and the mailing and delivering of copies thereof to the Agent and the Principal Exchanges; (ii) initial reasonable documented fees, disbursements and expenses of counsel of the Agent and the Alternative Sales Agents (including in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.02 hereof and in connection with preparing any blue sky survey), in connection with this Agreement and the Registration Statement (not to exceed $150,000 plus the reasonable disbursements and expenses of such counsel); (iii) the cost (other than those expenses described in clause (ii) above) of printing, preparing or reproducing this Agreement and any other documents in connection with the offering, purchase, sale and delivery of the Common Shares; (iv) all filing fees and expenses (other than those expenses described in clause (ii) above) in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.02 hereof; (v) the cost of preparing the Common Shares; (vi) the fees and expenses of any transfer agent of the Company; (vii) the cost of providing any CUSIP or other identification numbers for the Common Shares; (viii) the fees and expenses incurred in connection with the listing or qualification of the Common Shares on the Principal Market and any filing fees incident to any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Common Shares in connection with this Agreement and the Registration Statement (including the reasonable fees, disbursements and expenses of counsel for the Agent), and (ix) all other costs and expenses incident to the performance of the Companys obligations hereunder that are not otherwise specifically provided for in this Section. During the term of this Agreement, the Company shall pay the fees of counsel to the Agent and the other Sales Agents for its quarterly due diligence review (with the amount for such counsel not to exceed $25,000 plus reasonable disbursements and expenses per fiscal quarter or such higher amount as shall be agreed in good faith between the Company and the Agent in light of the relevant circumstances in such fiscal quarter, including whether more than one fiscal quarter has passed since the most recent due diligence review).

Expenses from Sales Agency Financing Agreement

Sales Agency Financing Agreement (this Agreement), dated as of January 10, 2017 between BRANDYWINE REALTY TRUST, a Maryland real estate investment trust (the Company) and BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Operating Partnership), and BNY Mellon Capital Markets, LLC, a registered broker-dealer organized under the laws of Delaware (the Agent).

Expenses. The Company covenants and agrees with the Agent that the Company shall pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Companys counsel and independent registered public accounting firm in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Issuance Supplements and all other amendments and supplements thereto and the mailing and delivering of copies thereof to the Agent and the Principal Exchanges; (ii) initial reasonable documented fees, disbursements and expenses of counsel of the Agent and the Alternative Sales Agents (including in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.02 hereof and in connection with preparing any blue sky survey), in connection with this Agreement and the Registration Statement (not to exceed $150,000 plus the reasonable disbursements and expenses of such counsel); (iii) the cost (other than those expenses described in clause (ii) above) of printing, preparing or reproducing this Agreement and any other documents in connection with the offering, purchase, sale and delivery of the Common Shares; (iv) all filing fees and expenses (other than those expenses described in clause (ii) above) in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.02 hereof; (v) the cost of preparing the Common Shares; (vi) the fees and expenses of any transfer agent of the Company; (vii) the cost of providing any CUSIP or other identification numbers for the Common Shares; (viii) the fees and expenses incurred in connection with the listing or qualification of the Common Shares on the Principal Market and any filing fees incident to any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Common Shares in connection with this Agreement and the Registration Statement (including the reasonable fees, disbursements and expenses of counsel for the Agent), and (ix) all other costs and expenses incident to the performance of the Companys obligations hereunder that are not otherwise specifically provided for in this Section. During the term of this Agreement, the Company shall pay the fees of counsel to the Agent and the other Sales Agents for its quarterly due diligence review (with the amount for such counsel not to exceed $25,000 plus reasonable disbursements and expenses per fiscal quarter or such higher amount as shall be agreed in good faith between the Company and the Agent in light of the relevant circumstances in such fiscal quarter, including whether more than one fiscal quarter has passed since the most recent due diligence review).

Expenses from Sales Agency Financing Agreement

Sales Agency Financing Agreement (this "Agreement"), dated as of November 8, 2016, between THE SOUTHERN COMPANY, a Delaware corporation (the "Company"), and Merrill Lynch, Pierce Fenner & Smith Incorporated, a registered broker-dealer organized under the laws of the State of Delaware (the "Sales Agent").

Expenses. The Company covenants and agrees with the Sales Agent that the Company shall pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the preparation, printing and filing of the Registration Statement, the Final Supplemented Prospectus and all other amendments and supplements thereto and the mailing and delivering of copies thereof to the Sales Agent and the Principal Market; (ii) the Sales Agent's reasonable documented out-of-pocket expenses, including the reasonable fees, disbursements and expenses of counsel for the Sales Agent (including in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.03 hereof and in connection with preparing any blue sky survey), in connection with the execution of this Agreement and the Registration Statement incurred on or prior to the date hereof; (iii) the cost (other than those expenses described in clause (ii) above) of printing, preparing or reproducing this Agreement and any other documents in connection with the offering, purchase, sale and delivery of the Common Shares; (iv) all filing fees and expenses (other than those expenses described in clause (ii) above) in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.03 hereof; (v) the cost of preparing the Common Shares; (vi) the fees and expenses of any transfer agent of the Company; (vii) the cost of providing any CUSIP or other identification numbers for the Common Shares; (viii) the fees and expenses incurred in connection with the listing or qualification of the Common Shares on the Principal Market and any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Common Shares in connection with this Agreement and the Registration Statement (including the reasonable fees, disbursements and expenses of counsel for the Sales Agent), and (ix) all other costs and expenses incident to the performance of the Company's obligations hereunder that are not otherwise specifically provided for in this Section 9.02.

Expenses from Sales Agency Financing Agreement

Sales Agency Financing Agreement (this "Agreement"), dated as of November 8, 2016, between THE SOUTHERN COMPANY, a Delaware corporation (the "Company"), and Mizuho Securities USA Inc., a registered broker-dealer organized under the laws of the State of Delaware (the "Sales Agent").

Expenses. The Company covenants and agrees with the Sales Agent that the Company shall pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the preparation, printing and filing of the Registration Statement, the Final Supplemented Prospectus and all other amendments and supplements thereto and the mailing and delivering of copies thereof to the Sales Agent and the Principal Market; (ii) the Sales Agent's reasonable documented out-of-pocket expenses, including the reasonable fees, disbursements and expenses of counsel for the Sales Agent (including in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.03 hereof and in connection with preparing any blue sky survey), in connection with the execution of this Agreement and the Registration Statement incurred on or prior to the date hereof; (iii) the cost (other than those expenses described in clause (ii) above) of printing, preparing or reproducing this Agreement and any other documents in connection with the offering, purchase, sale and delivery of the Common Shares; (iv) all filing fees and expenses (other than those expenses described in clause (ii) above) in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.03 hereof; (v) the cost of preparing the Common Shares; (vi) the fees and expenses of any transfer agent of the Company; (vii) the cost of providing any CUSIP or other identification numbers for the Common Shares; (viii) the fees and expenses incurred in connection with the listing or qualification of the Common Shares on the Principal Market and any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Common Shares in connection with this Agreement and the Registration Statement (including the reasonable fees, disbursements and expenses of counsel for the Sales Agent), and (ix) all other costs and expenses incident to the performance of the Company's obligations hereunder that are not otherwise specifically provided for in this Section 9.02.

Expenses from Sales Agency Financing Agreement

Sales Agency Financing Agreement (this "Agreement"), dated as of November 8, 2016, between THE SOUTHERN COMPANY, a Delaware corporation (the "Company"), and UBS Securities LLC, a registered broker-dealer organized under the laws of the State of Delaware (the "Sales Agent").

Expenses. The Company covenants and agrees with the Sales Agent that the Company shall pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the preparation, printing and filing of the Registration Statement, the Final Supplemented Prospectus and all other amendments and supplements thereto and the mailing and delivering of copies thereof to the Sales Agent and the Principal Market; (ii) the Sales Agent's reasonable documented out-of-pocket expenses, including the reasonable fees, disbursements and expenses of counsel for the Sales Agent (including in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.03 hereof and in connection with preparing any blue sky survey), in connection with the execution of this Agreement and the Registration Statement incurred on or prior to the date hereof; (iii) the cost (other than those expenses described in clause (ii) above) of printing, preparing or reproducing this Agreement and any other documents in connection with the offering, purchase, sale and delivery of the Common Shares; (iv) all filing fees and expenses (other than those expenses described in clause (ii) above) in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 4.03 hereof; (v) the cost of preparing the Common Shares; (vi) the fees and expenses of any transfer agent of the Company; (vii) the cost of providing any CUSIP or other identification numbers for the Common Shares; (viii) the fees and expenses incurred in connection with the listing or qualification of the Common Shares on the Principal Market and any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Common Shares in connection with this Agreement and the Registration Statement (including the reasonable fees, disbursements and expenses of counsel for the Sales Agent), and (ix) all other costs and expenses incident to the performance of the Company's obligations hereunder that are not otherwise specifically provided for in this Section 9.02.