Common use of Expenses Payable by the Company Clause in Contracts

Expenses Payable by the Company. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Sales Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares, (iii) the preparation, issuance and delivery of the certificate or certificates for the Shares, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares under securities laws in accordance with the provisions of Section 4(h) hereof, (vi) the printing and delivery to the Sales Agent of copies of each Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent of copies of any Blue Sky survey and any supplement thereto, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the Sales Agent and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and (ix) the reasonable documented out-of-pocket expenses of the Sales Agent, including the reasonable fees and disbursements of counsel for the Sales Agent, in connection with the negotiation, execution and delivery of this Agreement and the performance of its obligations hereunder during the Commitment Period, it being understood that the Company shall be required to pay the fees and disbursements of only one counsel for the Sales Agent and the Other Sales Agents.

Expenses Payable by the Company. The Company will pay shall bear all expenses incident incurred with respect to the performance registration or attempted registration of its obligations under the Registrable Securities pursuant to Sections 2 or 3 of this AgreementAgreement as provided herein. Such expenses shall include, including without limitation, (i) the preparationall registration, printing qualification and filing fees (including, without limitation, (A) fees with respect to compliance with the rules and regulation of the Registration Statement Commission, (including financial statements B) fees with respect to filings required to be made with the national securities exchange or national market system on which the Common Stock is then traded or quoted and exhibits(C) as originally filed fees and expenses of each amendment theretocompliance with state securities or blue sky laws (including, without limitation, fees and disbursements of counsel for the Company or the underwriters, or both, in connection with blue sky qualifications of Registrable Securities)), (ii) the preparation, printing messenger and delivery to the Sales Agent of this Agreement expenses, word processing, duplicating and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares, printing expenses (iii) the preparation, issuance and delivery of the certificate or certificates for the Shares, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares under securities laws in accordance with the provisions of Section 4(h) hereof, (vi) the printing and delivery to the Sales Agent of copies of each Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent of copies of any Blue Sky survey and any supplement thereto, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company, printing preliminary prospectuses, prospectuses, prospectus supplements, including those delivered to or for the production account of road show slides the Holders and graphicsprovided in this Agreement, and blue sky memoranda), (iii) fees and expenses disbursements of counsel for the Company, (iv) fees and disbursements of all independent certificated public accountants for the Company (including, without limitation, the expense of any consultants engaged in connection with the road show presentations“comfort letters” required by or incident to such performance), travel and lodging expenses of the Sales Agent and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and (ixv) the reasonable documented all out-of-pocket expenses of the Sales AgentCompany (including without limitation, expenses incurred by the Company, its officers, directors, and employees performing legal or accounting duties or preparing or participating in “roadshow” presentations or of any public relations, investor relations or other consultants or advisors retained by the Company in connection with any roadshow, including the reasonable travel and lodging expenses of such roadshows), (vi) fees and disbursements of counsel for the Sales Agent, expenses incurred in connection with the negotiationquotation or listing of shares of Common Stock on any national securities exchange or other securities market, execution and delivery (vii) reasonable fees and expenses of this Agreement and the performance one firm of its obligations hereunder during the Commitment Period, it being understood that the Company counsel for all selling Holders (which shall be required chosen by the Holders of a majority of Registrable Securities to pay the fees and disbursements of only one counsel for the Sales Agent and the Other Sales Agentsbe included in such offering).

Expenses Payable by the Company. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Sales Agent Underwriters of this Agreement Agreement, any agreement among Underwriters, the Mortgage and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the SharesSecurities, (iii) the preparation, issuance and delivery of the certificate or certificates for the SharesSecurities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares Securities under securities laws in accordance with the provisions of Section 4(h4(i) hereof, including filing fees and the reasonable fees (not to exceed $5,000) and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky survey and any supplement thereto, (vi) the printing and delivery to the Sales Agent Underwriters of copies of each Preliminary Prospectus, Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent Underwriters of copies of any Blue Sky survey and any supplement thereto, (viii) the costs fees and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the SharesTrustee, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the Sales Agent and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and (ix) the reasonable documented out-of-pocket expenses of the Sales Agent, including the reasonable fees and disbursements of counsel for the Sales Agent, in connection with the negotiation, execution and delivery of this Agreement and the performance of its obligations hereunder during the Commitment Period, it being understood that the Company shall be required to pay the fees and disbursements of only one counsel for its counsel, and (ix) any fees payable in connection with the Sales Agent and rating of the Other Sales AgentsSecurities.

Expenses Payable by the Company. The Company will pay shall bear all expenses incident incurred with respect to the performance registration or attempted registration of its obligations under the Registrable Securities pursuant to Sections 2 or 3 of this AgreementAgreement as provided herein. Such expenses shall include, including without limitation, (i) the preparationall registration, printing qualification and filing fees (including, without limitation, (A) fees with respect to compliance with the rules and regulation of the Registration Statement Commission, (including financial statements B) fees with respect to filings required to be made with the national securities exchange or national market system on which the Common Stock is then traded or quoted and exhibits(C) as originally filed fees and expenses of each amendment theretocompliance with state securities or blue sky laws (including, without limitation, fees and disbursements of counsel for the Company or the underwriters, or both, in connection with blue sky qualifications of Registrable Securities)), (ii) the preparation, printing messenger and delivery to the Sales Agent of this Agreement expenses, word processing, duplicating and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares, printing expenses (iii) the preparation, issuance and delivery of the certificate or certificates for the Shares, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares under securities laws in accordance with the provisions of Section 4(h) hereof, (vi) the printing and delivery to the Sales Agent of copies of each Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent of copies of any Blue Sky survey and any supplement thereto, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company, printing preliminary prospectuses, prospectuses, prospectus supplements, including those delivered to or for the production account of road show slides the Holders and graphicsprovided in this Agreement, and blue sky memoranda), (iii) fees and expenses disbursements of counsel for the Company, (iv) fees and disbursements of all independent certificated public accountants for the Company (including, without limitation, the expense of any consultants engaged in connection with the road show presentations“comfort letters” required by or incident to such performance), travel and lodging expenses of the Sales Agent and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and (ixv) the reasonable documented all out-of-pocket expenses of the Sales AgentCompany (including without limitation, expenses incurred by the Company and the officers, directors, and employees of the Company performing legal or accounting duties or preparing or participating in “roadshow” presentations or of any public relations, investor relations or other consultants or advisors retained by the Company in connection with any roadshow, including the reasonable travel and lodging expenses of such roadshows), (vi) fees and disbursements of counsel for the Sales Agent, expenses incurred in connection with the negotiationquotation or listing of shares of Common Stock on any national securities exchange or other securities market, execution and delivery (vii) reasonable fees and expenses of this Agreement and the performance one firm of its obligations hereunder during the Commitment Period, it being understood that the Company counsel for all selling Holders (which shall be required chosen by the Holders of a majority of Registrable Securities to pay the fees and disbursements of only one counsel for the Sales Agent and the Other Sales Agentsbe included in such offering).

Expenses Payable by the Company. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Sales Agent Underwriters of this Agreement Agreement, any agreement among Underwriters, the Indenture and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the SharesSecurities, (iii) the preparation, issuance and delivery of the certificate or certificates for the SharesSecurities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares Securities under securities laws in accordance with the provisions of Section 4(h4(i) hereof, including filing fees and the reasonable fees (not to exceed $7,500) and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky survey and any supplement thereto, (vi) the printing and delivery to the Sales Agent Underwriters of copies of each Preliminary Prospectus, Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent Underwriters of copies of any Blue Sky survey and any supplement thereto, (viii) the fees and expenses of the Trustee, including the fees and disbursements of its counsel, (ix) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the SharesSecurities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the Sales Agent Representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and show, (ixx) filings or other notices, if any, with or to, as the reasonable documented out-of-pocket expenses of case may be, the Sales AgentFinancial Industry Regulatory Authority, including the reasonable (xi) any fees and disbursements of counsel for the Sales Agent, payable in connection with the negotiation, execution rating of the Securities and delivery of this Agreement (xii) all other costs and expenses incident to the performance by the Company of its obligations hereunder during the Commitment Period, it being understood that the Company shall be required to pay the fees and disbursements of only one counsel for the Sales Agent and the Other Sales Agentshereunder.

Expenses Payable by the Company. The Company will pay shall bear all expenses incident incurred with respect to the performance registration or attempted registration of its obligations under the Registrable Securities pursuant to Section 2 of this AgreementAgreement as provided herein. Such expenses shall include, including without limitation, (i) the preparationall registration, printing qualification and filing fees (including, without limitation, (A) fees with respect to compliance with the rules and regulation of the Registration Statement Commission, (including financial statements B) fees with respect to filings required to be made with the national securities exchange or national market system on which the Common Stock is then traded or quoted and exhibits(C) as originally filed fees and expenses of each amendment theretocompliance with state securities or blue sky laws (including, without limitation, fees and disbursements of counsel for the Company or the underwriters, or both, in connection with blue sky qualifications of Registrable Securities)), (ii) the preparation, printing messenger and delivery to the Sales Agent of this Agreement expenses, word processing, duplicating and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares, printing expenses (iii) the preparation, issuance and delivery of the certificate or certificates for the Shares, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares under securities laws in accordance with the provisions of Section 4(h) hereof, (vi) the printing and delivery to the Sales Agent of copies of each Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent of copies of any Blue Sky survey and any supplement thereto, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company, printing preliminary prospectuses, prospectuses, prospectus supplements, including those delivered to or for the production account of road show slides the Holders and graphicsprovided in this Agreement, and blue sky memoranda), (iii) fees and expenses disbursements of counsel for the Company, (iv) fees and disbursements of all independent certificated public accountants for the Company (including, without limitation, the expense of any consultants engaged in connection with the road show presentations“comfort letters” required by or incident to such performance), travel and lodging expenses of the Sales Agent and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and (ixv) the reasonable documented all out-of-pocket expenses of the Sales AgentCompany (including without limitation, expenses incurred by the Company and the officers, directors, and employees of the Company performing legal or accounting duties or preparing or participating in “roadshow” presentations or of any public relations, investor relations or other consultants or advisors retained by the Company in connection with any roadshow, including the reasonable travel and lodging expenses of such roadshows), (vi) fees and disbursements of counsel for the Sales Agent, expenses incurred in connection with the negotiationquotation or listing of shares of Common Stock on any national securities exchange or other securities market, execution and delivery (vii) reasonable fees and expenses of this Agreement and the performance one firm of its obligations hereunder during the Commitment Period, it being understood that the Company counsel for all selling Holders (which shall be required chosen by the Holders of a majority of Registrable Securities to pay the fees and disbursements of only one counsel for the Sales Agent and the Other Sales Agentsbe included in such offering).

Expenses Payable by the Company. The Company will pay Except as provided in Section 4.02 below, all fees and expenses incident to the performance registration and sale of its obligations under this AgreementRegistrable Securities shall be borne by the Company whether or not a Registration Statement is filed or becomes effective, including including, without limitation, (i) the preparationall registration, printing qualification and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD and (B) fees and expenses of compliance with state securities or blue sky laws (including, without limitation, fees and disbursements of counsel for the Company or the underwriters, or both, in connection with blue sky qualifications of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment theretoRegistrable Securities)), (ii) the preparationmessenger and delivery expenses, word processing, duplicating and printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company, printing and delivery Preliminary Prospectuses, Prospectuses, Prospectus supplements, including those delivered to or for the Sales Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery account of the SharesPurchaser as provided in this Agreement, and printing or preparing any underwriting agreement, agreement among underwriters and related syndicate or selling group agreements, pricing agreements and blue sky memoranda), (iii) the preparation, issuance fees and delivery disbursements of the certificate or certificates counsel for the SharesCompany, (iv) the fees and disbursements of all independent certified public accountants for the Company’s counselCompany (including, accountants and other advisorswithout limitation, the expenses of any "comfort letters" required by or incident to such performance), (v) the qualification of the Shares under securities laws in accordance with the provisions of Section 4(h) hereof, (vi) the printing and delivery to the Sales Agent of copies of each Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent of copies of any Blue Sky survey and any supplement thereto, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged "qualified independent underwriter" or other independent appraiser participating in connection with the road show presentations, travel and lodging expenses an offering pursuant to Section 3 of Rule 2720 of the Sales Agent and officers Conduct Rules of the Company and any NASD (unless such consultants, qualified independent underwriter is required as a result of an affiliation between an underwriter selected by the Purchaser and the cost of aircraft Purchaser, in which case such fees and other transportation chartered in connection with expenses will be borne by the road show and Purchaser), (ixvi) Securities Act liability insurance, if the reasonable documented Company so desires such insurance, (vii) all out-of-pocket expenses of the Sales AgentCompany (including, without limitation, expenses incurred by the Company, its officers, directors, employees and agents performing legal or accounting duties or preparing or participating in "roadshow" presentations or of any public relations, investor relations or other consultants or advisors retained by the Company in connection with any roadshow, including travel and lodging expenses of such roadshows), and (viii) the reasonable fees and disbursements of counsel for the Sales Agent, expenses incurred in connection with the negotiation, execution and delivery quotation or listing of this Agreement and the performance shares of its obligations hereunder during the Commitment Period, it being understood that the Company shall be required to pay the Common Stock on any securities exchange or automated securities quotation system. The fees and disbursements of only one counsel for the Sales Agent and the Other Sales Agentsexpenses set forth in this Section 4.01 are collectively referred to as "Registration Expenses".

Expenses Payable by the Company. The Company will pay Except as provided in Section 4.02 below, all fees and expenses incident to the performance registration and sale of its obligations under this AgreementRegistrable Securities shall be borne by the Company whether or not a Registration Statement is filed or becomes effective, including including, without limitation, (i) the preparationall registration, printing qualification and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD and (B) fees and expenses of compliance with state securities or blue sky laws (including, without limitation, fees and disbursements of counsel for the Company or the underwriters, or both, in connection with blue sky qualifications of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment theretoRegistrable Securities)), (ii) the preparationmessenger and delivery expenses, word processing, duplicating and printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company, printing and delivery Preliminary Prospectuses, Prospectuses, Prospectus supplements, including those delivered to or for the Sales Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery account of the SharesPurchaser as provided in this Agreement, and printing or preparing any underwriting agreement, agreement among underwriters and related syndicate or selling group agreements, pricing agreements and blue sky memoranda), (iii) the preparation, issuance fees and delivery disbursements of the certificate or certificates counsel for the SharesCompany, (iv) the fees and disbursements of all independent certified public accountants for the Company’s counselCompany (including, accountants and other advisorswithout limitation, the expenses of any "comfort letters" required by or incident to such performance), (v) the qualification of the Shares under securities laws in accordance with the provisions of Section 4(h) hereof, (vi) the printing and delivery to the Sales Agent of copies of each Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent of copies of any Blue Sky survey and any supplement thereto, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged "qualified independent underwriter" or other independent appraiser participating in connection with the road show presentations, travel and lodging expenses an offering pursuant to Section 3 of Rule 2720 of the Sales Agent and officers Conduct Rules of the Company and any NASD (unless such consultants, qualified independent underwriter is required as a result of an affiliation between an underwriter selected by the Purchaser and the cost of aircraft Purchaser, in which case such fees and other transportation chartered in connection with expenses will be borne by the road show and Purchaser), (ixvi) Securities Act liability insurance, if the reasonable documented Company so desires such insurance, (vii) all out-of-pocket expenses of the Sales AgentCompany (including, including without limitation, expenses incurred by the reasonable fees Company, its officers, directors, employees and disbursements agents performing legal or accounting duties or preparing or participating in "roadshow" presentations or of counsel for any public relations, investor relations or other consultants or advisors retained by the Sales Agent, Company in connection with the negotiationany roadshow, execution including travel and delivery lodging expenses of this Agreement such roadshows), and the performance of its obligations hereunder during the Commitment Period, it being understood that the Company shall be required to pay (viii) the fees and disbursements of only one counsel for the Sales Agent and the Other Sales Agents.and

Expenses Payable by the Company. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Sales Agent Underwriters of this Agreement Agreement, any agreement among Underwriters, the Supplemental Indenture and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the SharesSecurities, (iii) the preparation, issuance issuance, authentication and delivery of the certificate or certificates for the SharesSecurities, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares Securities under securities laws in accordance with the provisions of Section 4(h4(i) hereof, including filing fees and the reasonable fees (not to exceed $10,000) and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky survey and any supplement thereto, (vi) the printing and delivery to the Sales Agent Underwriters of copies of each Preliminary Prospectus, Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent Underwriter of copies of any Blue Sky survey and any supplement thereto, (viii) the fees and expenses of the Trustee, including the fees and disbursements of its counsel, (ix) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the SharesSecurities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the Sales Agent Representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and show, (ixx) filings or other notices (if any) with or to, as the reasonable documented out-of-pocket expenses of case may be, the Sales AgentFinancial Industry Regulatory Authority, including the reasonable (xi) any fees and disbursements of counsel for the Sales Agent, payable in connection with the negotiation, execution rating of the Securities and delivery of this Agreement (xii) all other costs and expenses incident to the performance by the Company of its obligations hereunder during the Commitment Period, it being understood that the Company shall be required to pay the fees and disbursements of only one counsel for the Sales Agent and the Other Sales Agentshereunder.

Expenses Payable by the Company. The Company will pay shall bear all expenses incident incurred with respect to the performance registration or attempted registration of its obligations under the Registrable Securities pursuant to Sections 2, 3 and 4 of this AgreementAgreement as provided herein. Such expenses shall include, including without limitation, (i) the preparationall registration, printing qualification and filing fees (including, without limitation, (A) fees with respect to compliance with the Commission, (B) fees with respect to filings required to be made with the national securities exchange or national market system on which the Common Stock is then traded or quoted and (C) fees and expenses of compliance with state securities or blue sky laws (including, without limitation, fees and disbursements of counsel for the Registration Statement (including financial statements and exhibits) as originally filed and Company or the underwriters, or both, in connection with blue sky qualifications of each amendment theretoRegistrable Securities)), (ii) the preparation, printing messenger and delivery to the Sales Agent of this Agreement expenses, word processing, duplicating and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares, printing expenses (iii) the preparation, issuance and delivery of the certificate or certificates for the Shares, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares under securities laws in accordance with the provisions of Section 4(h) hereof, (vi) the printing and delivery to the Sales Agent of copies of each Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent of copies of any Blue Sky survey and any supplement thereto, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company, printing preliminary prospectuses, prospectuses, prospectus supplements, including those delivered to or for the production account of road show slides the Holders and graphicsprovided in this Agreement, and blue sky memoranda), (iii) fees and expenses disbursements of counsel for the Company, (iv) fees and disbursements of all independent certificated public accountants for the Company (including, without limitation, the expense of any consultants engaged in connection with the road show presentations"comfort letters" required by or incident to such performance), travel and lodging expenses of the Sales Agent and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and (ixv) the reasonable documented all out-of-pocket expenses of the Sales AgentCompany (including without limitation, expenses incurred by the Company, its officers, directors, and employees performing legal or accounting duties or preparing or participating in "roadshow" presentations or of any public relations, investor relations or other consultants or advisors retained by the Company in connection with any roadshow, including the reasonable travel and lodging expenses of such roadshows), (vi) fees and disbursements of counsel for the Sales Agent, expenses incurred in connection with the negotiationquotation or listing of shares of Common Stock on any national securities exchange or other securities market, execution and delivery of this Agreement and the performance of its obligations hereunder during the Commitment Period, it being understood that the Company shall be required to pay the (vii) reasonable fees and disbursements expenses of only one firm of counsel for the Sales Agent and the Other Sales Agentsall selling Holders.

Expenses Payable by the Company. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Sales Agent Underwriters of this Agreement Agreement, any agreement among underwriters, the Officer’s Certificate and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the SharesSecurities, (iii) the preparationprinting, issuance and delivery of the certificate or certificates for the SharesSecurities to the Underwriters, including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares Securities under securities laws in accordance with the provisions of Section 4(h3(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey, any supplement thereto, (vi) the printing and delivery to the Sales Agent Underwriters of copies of each Issuer preliminary prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements theretothereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (vii) the preparation, printing and delivery to the Sales Agent of copies of any Blue Sky survey and any supplement thereto, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the SharesSecurities including, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel all except as otherwise agreed between the Company and lodging the Representatives, and (viii) the fees and expenses of the Sales Agent and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and (ix) the reasonable documented out-of-pocket expenses of the Sales AgentTrustee, including the reasonable fees and disbursements of counsel for the Sales Agent, in connection with the negotiation, execution and delivery of this Agreement and the performance of its obligations hereunder during the Commitment Period, it being understood that the Company shall be required to pay the fees and disbursements of only one counsel for the Sales Agent and the Other Sales AgentsTrustee.

Expenses Payable by the Company. The Company will pay Except as provided in Section 4.2 below, all fees and expenses incident to the performance registration and sale of its obligations under this AgreementRegistrable Securities shall be borne by the Company whether or not a Registration Statement is filed or becomes effective, including including, without limitation, (i) the preparationall registration, printing qualification and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the New York Stock Exchange and (B) fees and expenses of compliance with state securities or blue sky laws (including, without limitation, fees and disbursements of counsel for the Company or the underwriters, or both, in connection with blue sky qualifications of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment theretoRegistrable Securities)), (ii) the preparationmessenger and delivery expenses, word processing, duplicating and printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company, printing and delivery preliminary Prospectuses, Prospectuses, Prospectus supplements, including those delivered to or for the Sales Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery account of the SharesShareholders and the Shareholder Representative as provided in this Agreement, (iii) the preparation, issuance fees and delivery disbursements of the certificate or certificates counsel for the SharesCompany, (iv) the fees and disbursements of all independent certified public accountants for the Company’s counselCompany (including, accountants and other advisorswithout limitation, the expenses of any "comfort letters" required by or incident to such performance), (v) Securities Act liability insurance, if the qualification of the Shares under securities laws in accordance with the provisions of Section 4(h) hereofCompany so desires such insurance, (vi) the printing and delivery to the Sales Agent of copies of each Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent of copies of any Blue Sky survey and any supplement thereto, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the Sales Agent and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and (ix) the reasonable documented all out-of-pocket expenses of the Sales AgentCompany (including, without limitation, expenses incurred by the Company, its officers, directors, employees and agents performing legal or accounting duties or preparing or participating in "roadshow" presentations or of any public relations, investor relations or other consultants or advisors retained by the Company in connection with any roadshow, including travel and lodging expenses of such roadshows), and (vii) the reasonable fees and disbursements of counsel for the Sales Agent, expenses incurred in connection with the negotiation, execution and delivery quotation or listing of this Agreement and the performance shares of its obligations hereunder during the Commitment Period, it being understood that the Company shall be required to pay the fees and disbursements of only one counsel for the Sales Agent and the Other Sales AgentsCommon Stock on any securities exchange or automated securities quotation system.

Expenses Payable by the Company. The Company will pay shall bear all expenses incident incurred with respect to the performance registration or attempted registration of its obligations under the Registrable Securities pursuant to Sections 2, 3 and 4 of this AgreementAgreement as provided herein. Such expenses shall include, including without limitation, (i) the preparationall registration, printing qualification and filing fees (including, without limitation, (A) fees with respect to compliance with the Commission, (B) fees with respect to filings required to be made with the national securities exchange or national market system on which the Common Stock is then traded or quoted and (C) fees and expenses of compliance with state securities or blue sky laws (including, without limitation, fees and disbursements of counsel for the Registration Statement (including financial statements and exhibits) as originally filed and Company or the underwriters, or both, in connection with blue sky qualifications of each amendment theretoRegistrable Securities)), (ii) the preparation, printing messenger and delivery to the Sales Agent of this Agreement expenses, word processing, duplicating and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares, printing expenses (iii) the preparation, issuance and delivery of the certificate or certificates for the Shares, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares under securities laws in accordance with the provisions of Section 4(h) hereof, (vi) the printing and delivery to the Sales Agent of copies of each Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent of copies of any Blue Sky survey and any supplement thereto, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company, printing preliminary prospectuses, prospectuses, prospectus supplements, including those delivered to or for the production account of road show slides the Holders and graphicsprovided in this Agreement, and blue sky memoranda), (iii) fees and expenses disbursements of counsel for the Company, (iv) fees and disbursements of all independent certificated public accountants for the Company (including, without limitation, the expense of any consultants engaged in connection with the road show presentations"comfort letters" required by or incident to such performance), travel and lodging expenses of the Sales Agent and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and (ixv) the reasonable documented all out-of-pocket expenses of the Sales AgentCompany (including without limitation, expenses incurred by the Company, its officers, directors, and employees performing legal or accounting duties or preparing or participating in "roadshow" presentations or of any public relations, investor relations or other consultants or advisors retained by the Company in connection with any roadshow, including the reasonable travel and lodging expenses of such roadshows), (vi) fees and disbursements of counsel for the Sales Agent, expenses incurred in connection with the negotiationquotation or listing of shares of Common Stock on any national securities exchange or other securities market, execution and delivery (vii) reasonable fees and expenses of this Agreement and the performance one firm of its obligations hereunder during the Commitment Period, it being understood that the Company counsel for all selling Holders (which shall be required chosen by the Holders of a majority of Registrable Securities to pay the fees and disbursements of only one counsel for the Sales Agent and the Other Sales Agentsbe included in such offering).

Expenses Payable by the Company. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Sales Agent Underwriters of this Agreement Agreement, any agreement among Underwriters, the Indenture and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the SharesSecurities, (iii) the preparation, issuance and delivery of the certificate or certificates for the SharesSecurities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares Securities under securities laws in accordance with the provisions of Section 4(h4(i) hereof, including filing fees and the reasonable fees (not to exceed $7,500) and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky survey and any supplement thereto, (vi) the printing and delivery to the Sales Agent Underwriters of copies of each Preliminary Prospectus, Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent Underwriters of copies of any Blue Sky survey and any supplement thereto, (viii) the fees and expenses of the Trustee, including the fees and disbursements of its counsel, (ix) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the SharesSecurities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the Sales Agent Representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show show, and (ixx) the reasonable documented out-of-pocket expenses of the Sales Agent, including the reasonable any fees and disbursements of counsel for the Sales Agent, payable in connection with the negotiation, execution and delivery rating of this Agreement and the performance of its obligations hereunder during the Commitment Period, it being understood that the Company shall be required to pay the fees and disbursements of only one counsel for the Sales Agent and the Other Sales AgentsSecurities.

Expenses Payable by the Company. The Company will pay Except as provided in Section ------------------------------- 4.2 below, all fees and expenses incident to the performance registration and sale of its obligations under this AgreementRegistrable Securities shall be borne by the Company whether or not a Registration Statement is filed or becomes effective, including including, without limitation, (i) the preparationall registration, printing qualification and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the New York Stock Exchange and (B) fees and expenses of compliance with state securities or blue sky laws (including, without limitation, fees and disbursements of counsel for the Company or the underwriters, or both, in connection with blue sky qualifications of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment theretoRegistrable Securities)), (ii) the preparationmessenger and delivery expenses, word processing, duplicating and printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company, printing and delivery preliminary Prospectuses, Prospectuses, Prospectus supplements, including those delivered to or for the Sales Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery account of the SharesShareholders and the Shareholder Representative as provided in this Agreement, (iii) the preparation, issuance fees and delivery disbursements of the certificate or certificates counsel for the SharesCompany, (iv) the fees and disbursements of all independent certified public accountants for the Company’s counselCompany (including, accountants and other advisorswithout limitation, the expenses of any "comfort letters" required by or incident to such performance), (v) Securities Act liability insurance, if the qualification of the Shares under securities laws in accordance with the provisions of Section 4(h) hereofCompany so desires such insurance, (vi) the printing and delivery to the Sales Agent of copies of each Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent of copies of any Blue Sky survey and any supplement thereto, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the Sales Agent and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and (ix) the reasonable documented all out-of-pocket expenses of the Sales AgentCompany (including, without limitation, expenses incurred by the Company, its officers, directors, employees and agents performing legal or accounting duties or preparing or participating in "roadshow" presentations or of any public relations, investor relations or other consultants or advisors retained by the Company in connection with any roadshow, including travel and lodging expenses of such roadshows), and (vii) the reasonable fees and disbursements of counsel for the Sales Agent, expenses incurred in connection with the negotiation, execution and delivery quotation or listing of this Agreement and the performance shares of its obligations hereunder during the Commitment Period, it being understood that the Company shall be required to pay the fees and disbursements of only one counsel for the Sales Agent and the Other Sales AgentsCommon Stock on any securities exchange or automated securities quotation system.

Expenses Payable by the Company. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Sales Agent Underwriters of this Agreement Agreement, any agreement among underwriters, the Officer’s Certificate and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the SharesSecurities, (iii) the preparationprinting, issuance and delivery of the certificate or certificates for the SharesSecurities to the Underwriters, including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares Securities under securities laws in accordance with the provisions of Section 4(h3(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey, any supplement thereto, (vi) the printing and delivery to the Sales Agent Underwriters of copies of each Issuer preliminary prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements theretothereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (vii) the preparation, printing and delivery to the Sales Agent of copies of any Blue Sky survey and any supplement thereto, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the SharesSecurities including, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel all except as otherwise agreed between the Company and lodging the Representative, and (viii) the fees and expenses of the Sales Agent and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and (ix) the reasonable documented out-of-pocket expenses of the Sales AgentTrustee, including the reasonable fees and disbursements of counsel for the Sales Agent, in connection with the negotiation, execution and delivery of this Agreement and the performance of its obligations hereunder during the Commitment Period, it being understood that the Company shall be required to pay the fees and disbursements of only one counsel for the Sales Agent and the Other Sales AgentsTrustee.

Expenses Payable by the Company. The Company will pay shall bear all expenses incident incurred with respect to the performance registration or attempted registration of its obligations under the Registrable Securities pursuant to Sections 2, 3 and 4 of this AgreementAgreement as provided herein. Such expenses shall include, including without limitation, (i) the preparationall registration, printing qualification and filing fees (including, without limitation, (A) fees with respect to compliance with the Commission, (B) fees with respect to filings required to be made with the national securities exchange or national market system on which the Common Stock is then traded or quoted and (C) fees and expenses of compliance with state securities or blue sky laws (including, without limitation, fees and disbursements of counsel 11 for the Registration Statement (including financial statements and exhibits) as originally filed and Company or the underwriters, or both, in connection with blue sky qualifications of each amendment theretoRegistrable Securities)), (ii) the preparation, printing messenger and delivery to the Sales Agent of this Agreement expenses, word processing, duplicating and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Shares, printing expenses (iii) the preparation, issuance and delivery of the certificate or certificates for the Shares, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Shares under securities laws in accordance with the provisions of Section 4(h) hereof, (vi) the printing and delivery to the Sales Agent of copies of each Issuer Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the Sales Agent of copies of any Blue Sky survey and any supplement thereto, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Shares, including without limitation, expenses associated of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company, printing preliminary prospectuses, prospectuses, prospectus supplements, including those delivered to or for the production account of road show slides the Holders and graphicsprovided in this Agreement, and blue sky memoranda), (iii) fees and expenses disbursements of counsel for the Company, (iv) fees and disbursements of all independent certificated public accountants for the Company (including, without limitation, the expense of any consultants engaged in connection with the road show presentations"comfort letters" required by or incident to such performance), travel and lodging expenses of the Sales Agent and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show and (ixv) the reasonable documented all out-of-pocket expenses of the Sales AgentCompany (including without limitation, expenses incurred by the Company, its officers, directors, and employees performing legal or accounting duties or preparing or participating in "roadshow" presentations or of any public relations, investor relations or other consultants or advisors retained by the Company in connection with any roadshow, including the reasonable travel and lodging expenses of such roadshows), (vi) fees and disbursements of counsel for the Sales Agent, expenses incurred in connection with the negotiationquotation or listing of shares of Common Stock on any national securities exchange or other securities market, execution and delivery (vii) reasonable fees and expenses of this Agreement and the performance one firm of its obligations hereunder during the Commitment Period, it being understood that the Company counsel for all selling Holders (which shall be required chosen by the Holders of a majority of Registrable Securities to pay the fees and disbursements of only one counsel for the Sales Agent and the Other Sales Agentsbe included in such offering).