Common use of Expenses; Fees Clause in Contracts

Expenses; Fees. (a) Each of the Manager and the Issuer jointly and severally agrees to pay all reasonable and documented costs and expenses incident to the purchase and resale of the Notes by the Initial Purchasers and the transactions contemplated by this Agreement and the Series 2006-1 Transaction Documents, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (i) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect of the Series 2006-1 Transaction Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto, and any "Blue Sky" memorandum, (ii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their Affiliates (provided that the fees of counsel to the Initial Purchasers shall not exceed $200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "Blue Sky" laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are not responsible for any of the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager and the Issuer jointly and severally agrees to pay or reimburse, on a timely basis, each Initial Purchaser for all reasonable and documented out of pocket fees, costs and expenses incurred by such Initial Purchaser or third parties selected by such Initial Purchaser (which may include an Affiliate of such Initial Purchaser) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect to the Managed Containers and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating thereto. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. (a) Each of the Manager and the Issuer jointly and severally agrees to pay all reasonable and documented costs and expenses incident to the purchase and resale of the Notes by the Initial Purchasers Purchaser and the transactions contemplated by this Agreement and the Series 20062010-1 2 Transaction Documents, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (i) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect of the Series 20062010-1 2 Transaction Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto, and any "“Blue Sky" ” memorandum, (ii) all arrangements relating to the delivery to the Initial Purchasers Purchaser of copies of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers Purchaser or any of their its Affiliates (including, but not limited to the fees, costs and expenses described under Section 7(b) herein) (provided that the fees of counsel to the Initial Purchasers Purchaser shall not exceed $200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's ’s reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "“Blue Sky" ” laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers Purchaser in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, and (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are Purchaser is not responsible for any of the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager and the Issuer jointly and severally agrees to pay or reimburse, on a timely basis, each the Initial Purchaser for all reasonable and documented out of pocket fees, costs and expenses incurred by such the Initial Purchaser or third parties selected by such the Initial Purchaser (which may include an Affiliate of such the Initial Purchaser) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect to the Managed Containers and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating thereto. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. (a) Each of the Manager and the Issuer Issuer, jointly and severally agrees severally, agree to pay all reasonable and documented costs and expenses incident to the purchase and resale of the Notes by the Initial Purchasers and the transactions contemplated by this Agreement and the Series 20062014-1 2 Transaction Documents, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (i) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect of the Series 20062014-1 2 Transaction Documents, the Additional Disclosure Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto, and any "“Blue Sky" ” memorandum, (ii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their its Affiliates (including, but not limited to the fees, costs and expenses described under Section 7(b) herein) (provided that the fees of counsel to the Initial Purchasers shall not exceed ($200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's ’s reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "“Blue Sky" ” laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vivii) reasonable and documented expenses of the Initial Purchasers in connection with any meetings with prospective investors in the Notes, (viiviii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x S&P for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are not responsible for any of the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager and the Issuer Issuer, jointly and severally agrees severally, agree to pay or reimburse, on a timely basis, each the Initial Purchaser Purchasers for all reasonable and documented out of pocket fees, costs and expenses incurred by such the Initial Purchaser Purchasers or third parties selected by such the Initial Purchaser Purchasers (which may include an Affiliate of such Initial Purchaser) in connection with the conduct of a due diligence examination of the Managed Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect to the Managed Containers and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating thereto. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. In addition to the rights of indemnification granted to the Purchaser Indemnified Parties under Section 10, the Issuer covenants and agrees with the Initial Purchasers that the Issuer will pay or cause to be paid the following: (ai) Each the fees, disbursements and expenses of the Manager Issuer’s counsel and accountants in connection with the registration of the Notes under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Additional Disclosure Documents, the Preliminary Offering Memorandum or the Offering Memorandum and the mailing and delivering of copies thereof to the Initial Purchasers and dealers; (ii) the cost of printing or reproducing this Agreement, the Indenture, any Blue Sky Memorandum and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iii) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 6(a)(ii) hereof, including the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky survey(s); (iv) any fees charged by securities rating services for rating the Notes; (v) any filing fees incident to, and the fees and disbursements of counsel for the Initial Purchasers in connection with, any required reviews by the Financial Industry Regulatory Authority of the terms of the sale of the Notes; (vi) the cost of preparing certificates for the Notes; (vii) all expenses incurred by the Issuer jointly in connection with any “road show” presentation to potential investors, (viii) the fees and severally agrees expenses of the Indenture Trustee and any agent of the Indenture Trustee and the fees and disbursements of counsel for the Indenture Trustee in connection with the Indenture and the Notes; (ix) all costs and expenses incurred by any Purchaser Indemnified Party with respect to pay enforcing its respective rights and remedies as against the Issuer or CAL under this Agreement, the Indenture, any Series 2012-1 Note, any other Series 2012-1 Related Document to which the Issuer or CAL is a party, (x) all reasonable costs and documented expenses incurred in connection with the amendment or modification of, or any waiver or consent, made at the request of the Issuer, CAL or any of its respective Affiliates, and issued in connection with, this Agreement, the Indenture, any Series 2012-1 Note, any other Series 2012-1 Related Document to which the Issuer or CAL is a party and (xi) all other costs and expenses incident to the purchase performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section 7 and Sections 10 and 12, the Initial Purchasers will pay all of its own costs and expenses, including transfer taxes on resale of any of the Notes by the Initial Purchasers and the transactions contemplated by this Agreement and the Series 2006-1 Transaction Documents, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (i) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect of the Series 2006-1 Transaction Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement theretoPurchasers, and any "Blue Sky" memorandum, (ii) all arrangements relating to the delivery to advertising expenses connected with any offers the Initial Purchasers of copies of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their Affiliates (provided that the fees of counsel to the Initial Purchasers shall not exceed $200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "Blue Sky" laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are not responsible for any of the fees, costs and expenses contemplated by this subsectionmay make. (b) Each of the Manager and the Issuer jointly and severally agrees to pay or reimburse, on a timely basis, each Initial Purchaser for all reasonable and documented out of pocket fees, costs and expenses incurred by such Initial Purchaser or third parties selected by such Initial Purchaser (which may include an Affiliate of such Initial Purchaser) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect to the Managed Containers and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating thereto. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. (a) Each Subject to the provisions of Section 2.5(b), the Manager and the Issuer jointly and severally Lessee agrees to pay all when due the reasonable and documented fees, costs and expenses incident to the purchase (including, without limitation, reasonable legal fees and resale expenses) of the Notes by Owner Trustee, the Initial Purchasers initial Holder and the transactions contemplated by this Agreement Administrative Agent incurred in connection with the negotiation, documentation and closing of the Overall Transaction and the Series 2006-1 recording, registration and filing of documents from time to time in connection with the Overall Transaction Documents("Transaction Costs"). In addition, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant Lessee agrees to Section 12, including pay as Supplemental Rent (i) all reasonable and documented fees, costs and expenses incident to (iincluding, without limitation, reasonable legal fees and expenses) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect of the Series 2006-1 Transaction Documents, the Preliminary Offering Memorandum Owner Trustee and the Offering Memorandum Administrative Agent from time to time in connection with any lien searches and any amendment thereof or supplement thereto, UCC financing statements (including preparation and any "Blue Sky" memorandumfiling costs) made in connection with Equipment leased hereunder after the Closing Date, (ii) all arrangements relating fees, costs and expenses (including without limitation, reasonable legal fees and expenses) of the Owner Trustee, the initial Holder and the Administrative Agent, and if a Default or Event of Default has occurred and is continuing, all fees, costs and expenses (including without limitation, reasonable legal fees and expenses) of all other Holders and the Lenders, from time to time in connection with (A) any supplements, amendments, modifications or alterations of any of the Operative Agreements (other than with respect to such supplements, amendments, modifications, waivers or alterations requested solely by parties to this Agreement other than the Lessee regarding matters solely for the benefit of such parties, in which case each other party requesting such supplement, amendment, modification or alteration shall bear its own fees, costs and expenses associated with such matter), (B) any enforcement action, preservation of rights, or exercise of remedies with regard to the delivery to Operative Agreements or the Initial Purchasers Overall Transaction, and (C) any disposition of copies of the foregoing documentsany Unit, (iii) the reasonable and documented all fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their Affiliates (provided that the fees of counsel payable to the Initial Purchasers shall not exceed $200,000)Owner Trustee in accordance with the Owner Trustee Fee Schedule, (iv) preparation, issuance, transfer the ongoing reasonable out-of-pocket fees and delivery expenses of the NotesOwner Trustee (including, without limitation, reasonable legal fees and expenses of the Owner Trustee) under the Operative Agreements, (v) the Indenture Trustee's reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "Blue Sky" laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are not responsible for any of the fees, costs and expenses contemplated of any separate Owner Trustee or co-trustee appointed pursuant to the Trust Agreement as a result of any requirement of Law or if otherwise required by this subsectionany Operative Agreement or if requested or consented to by the Lessee and (vi) the Administrative Agent's Fee payable in accordance with the Fee Letter. The Lessee also agrees to pay as Supplemental Rent on the respective due date therefor from time to time the Commitment Fee. (b) Each of the Manager and the Issuer jointly and severally agrees to pay or reimburse, on a timely basis, each Initial Purchaser for all reasonable and documented out of pocket fees, costs and expenses incurred by such Initial Purchaser or third parties selected by such Initial Purchaser (which may include an Affiliate of such Initial Purchaser) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect to the Managed Containers and the Related Assets whether or not If the transactions contemplated herein hereby are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the Issuernot consummated for any reason, the Manager, or any of their Affiliates and in preparation of reports relating theretoLessee shall pay all Transaction Costs. (c) The amounts payable under each clause Notwithstanding the foregoing provisions of this section Section 2.5, except as specifically provided in the Operative Agreements, the Lessee shall be cumulative have no liability for any costs or expenses relating to any voluntary transfer by a Holder of a Certificate or by a Lender of a Note (other than during the occurrence and payment continuation of amounts referred a Lease Event of Default). No such costs or expenses shall constitute Transaction Costs, and the Lessee will not have any obligation with respect to in one clause shall not reduce amounts payable under another clausethe costs and expenses resulting from any such transfer, whenever occurring.

Expenses; Fees. In addition to the rights of indemnification granted to the Purchaser Indemnified Parties under Section 10, the Issuer covenants and agrees with the several Initial Purchasers that the Issuer will pay or cause to be paid the following: (ai) Each the fees, disbursements and expenses of the Manager Issuer’s and the Issuer jointly each Initial Purchaser’s counsel and severally agrees to pay all reasonable and documented costs and expenses incident accountants in connection with (A) to the purchase and resale extent applicable, the registration of the Notes by under the Initial Purchasers and the transactions contemplated by this Agreement and the Series 2006-1 Transaction DocumentsAct, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (iB) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect reproduction and filing of the Series 2006-1 Transaction Additional Disclosure Documents, the Preliminary Offering Memorandum and or the Offering Memorandum and any amendment thereof or supplement thereto, and any "Blue Sky" memorandumMemorandum, (iiC) all arrangements relating to the delivery mailing and delivering of copies thereof to the Initial Purchasers of copies and dealers, and (D) the preparation, documentation and execution of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their Affiliates (Series 2017-1 Related Documents; provided that the fees of counsel to the Initial Purchasers shall not exceed $200,000have a single outside counsel, Dentons US LLP, represent them for purposes of this clause (i); (ii) the cost of printing or reproducing this Agreement, (iv) preparationthe Indenture, issuanceany Blue Sky Memorandum and any other documents in connection with the offering, transfer purchase, sale and delivery of the Notes, ; (viii) the Indenture Trustee's reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "Blue Sky" laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented all out-of-pocket expenses of the Initial Purchasers in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 6(a)(ii) hereof, including the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky survey(s); (iv) any meetings with prospective investors in fees charged by securities rating services for rating the Notes; (v) any filing fees incident to, and the fees and disbursements of counsel for the Initial Purchasers in connection with, any required reviews by the Financial Industry Regulatory Authority of the terms of the sale of the Notes; (vi) the cost of preparing certificates for the Notes; (vii) all reasonable out-of-pocket expenses incurred by the Issuer and documented expenses and fees incurred the Initial Purchasers in connection with causing the Notes to be eligible any “net road show website" for clearance and settlement through The Depository Trust Companypotential investors, (viii) the fees charged by S&P and expenses of the Indenture Trustee and any agent of the Indenture Trustee and the fees and disbursements of counsel for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are not responsible for any of the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager and the Issuer jointly and severally agrees to pay or reimburse, on a timely basis, each Initial Purchaser for all reasonable and documented out of pocket fees, costs and expenses incurred by such Initial Purchaser or third parties selected by such Initial Purchaser (which may include an Affiliate of such Initial Purchaser) Indenture Trustee in connection with the conduct of a due diligence examination of the Containers Indenture and the Related Transferred Assets, Notes; (ix) all costs and of the activities of the Issuer and out-of-pocket expenses incurred by any of its Affiliates Purchaser Indemnified Party with respect to enforcing its respective rights and remedies as against the Managed Containers Issuer, CAI or CAL under this Agreement, the Indenture, any Note, any other Series 2017-1 Related Document to which the Issuer or CAL is a party, (x) all costs and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and out-of-pocket expenses incurred in connection with time spent the amendment or modification of, or any waiver or consent, made at the offices request of the Issuer, the Manager, CAL or any of their Affiliates respective Affiliates, and issued in preparation connection with, this Agreement, the Indenture, any Note, any other Series 2017-1 Related Document to which the Issuer or CAL is a party and (xi) all other costs and out-of-pocket expenses incident to the performance of reports relating theretoits obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section 7 and Sections 10 and 12, the Initial Purchasers will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Notes by them, and any advertising expenses connected with any offers they may make. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. (a) Each Subject to the provisions of Section 2.5(b), the Manager and the Issuer jointly and severally Lessee agrees to pay all when due the reasonable and documented fees, costs and expenses incident to the purchase (including without limitation reasonable legal fees and resale expenses) of the Notes by Owner Trustee, the Initial Purchasers Holders, the Lenders and the transactions contemplated by this Agreement Agent incurred in connection with the negotiation, documentation and closing of the Series 2006-1 Overall Transaction Documentsand/or the recording, whether or not registration and filing of documents from time to time in connection with the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant Overall Transaction ("Transaction Costs"). In addition, the Lessee agrees to Section 12pay as Supplemental Rent all fees, including all reasonable and documented costs and expenses incident (including without limitation reasonable legal fees and expenses) of the Owner Trustee, the Holders, the Lenders, the Bank Lenders, the Liquidity Facility Participants, the Liquidity Provider and the Agent from time to time in connection with (i) any supplements, amendments, modifications or alterations of any of the preparation, printing, word processing, distribution or Operative Agreements (other production of documents than with respect to such transactionssupplements, including any amendments, modifications, waivers or alterations requested solely by parties to this Agreement other than Lessee regarding matters solely for the benefit of such parties, in which case each other party requesting such supplement, amendment, modification or alteration shall bear its own fees, costs in respect of the Series 2006-1 Transaction Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto, and any "Blue Sky" memorandumexpenses associated with such matter), (ii) all arrangements relating any enforcement action, preservation of rights, or exercise of remedies with regard to the delivery to Operative Agreements and/or the Initial Purchasers of copies of the foregoing documents, Overall Transaction (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their Affiliates (provided that the fees of counsel to the Initial Purchasers shall not exceed $200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "Blue Sky" laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are not responsible for any of than the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager losing party to any such enforcement action, preservation of rights or exercise of remedies, unless the actions or inactions of such party giving rise to the particular enforcement action, preservation of rights or exercise of remedies arises from an action or inaction of the Lessee), (iii) any disposition of any Unit, (iv) the initial fee and annual fee of the Issuer jointly Owner Trustee attributable to the Trust Estate, (v) the ongoing out-of-pocket fees and severally expenses of the Owner Trustee (including without limitation reasonable legal fees and expenses of the Owner Trustee) under the Operative Agreements, (vi) the reasonable fees, costs and expenses of any separate Owner Trustee or co-trustee appointed pursuant to the Trust Agreement as a result of any requirement of Law or if otherwise required by any Operative Agreement or if requested or consented to by the Lessee and (vii) the Arrangement Fee payable in accordance with the Fee Letter. The Lessee also agrees to pay or reimburseas Supplemental Rent on the respective due date therefor from time to time the Program Fee, on a timely basisthe Dealer Fee, each Initial Purchaser for all reasonable the Facility Fee and documented out of pocket the Administrative Fee. Notwithstanding the foregoing, with respect to Sections 2.5(a)(i) and (ii) and the parenthetical phrases with respect to such Sections, it is expressly understood and agreed that the Lessee shall pay any such fees, costs and expenses incurred by the Initial Lender regardless of whether the Lessee (pursuant to such Sections 2.5(a)(i) and (ii) and such parenthetical phrases) otherwise would have no obligation for such fees, costs and expenses incurred by the Initial Purchaser or third parties selected by such Initial Purchaser Lender. (which may include an Affiliate of such Initial Purchaserb) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect Subject to the Managed Containers and the Related Assets whether or not next sentence, if the transactions contemplated hereby are not consummated for any reason, the Lessee shall pay all Transaction Costs. Notwithstanding anything contained herein to the contrary, if the transactions contemplated hereby are consummated. The Issuer agrees that these fees may include reasonable not consummated as a result of (i) a Holder's or a Lender's default in its obligations to consummate the transactions hereunder or (ii) a Holder's failure to make its equity investment as required by Section 2.2(a) or a Lender's failure to make the Loan as required by Section 2.2(b), after the conditions specified in Section 4 have been satisfied (other than conditions the satisfaction of which are solely in the control of such Holder or such Lender), such Holder or Lender shall pay its own fees, costs and documented expenses (including without limitation its legal fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating theretoexpenses). (c) The amounts payable under each clause Notwithstanding the foregoing provisions of this section Section 2.5, except as specifically provided in the Operative Agreements, the Lessee shall be cumulative have no liability for any costs or expenses relating to any voluntary transfer by a Holder of a Certificate or by a Lender of a Note (other than during the occurrence and payment continuation of amounts referred a Lease Event of Default) and no such costs or expenses shall constitute Transaction Costs and the Lessee will not have any obligation with respect to in one clause shall not reduce amounts payable under another clausethe costs and expenses resulting from any such transfer, whenever occurring.

Expenses; Fees. (a) Each of the Manager and the Issuer jointly and severally agrees to pay all reasonable and documented costs and expenses incident to the purchase and resale of the Notes by the Initial Purchasers Purchaser and the transactions contemplated by this Agreement and the Series 20062011-1 2 Transaction Documents, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (i) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect of the Series 20062011-1 2 Transaction Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto, and any "“Blue Sky" ” memorandum, (ii) all arrangements relating to the delivery to the Initial Purchasers Purchaser of copies of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers Purchaser or any of their its Affiliates (including, but not limited to the fees, costs and expenses described under Section 7(b) herein) (provided that the fees of counsel to the Initial Purchasers Purchaser shall not exceed $200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's ’s reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "“Blue Sky" ” laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers Purchaser in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, and (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are Purchaser is not responsible for any of the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager and the Issuer jointly and severally agrees to pay or reimburse, on a timely basis, each the Initial Purchaser for all reasonable and documented out of pocket fees, costs and expenses incurred by such the Initial Purchaser or third parties selected by such the Initial Purchaser (which may include an Affiliate of such the Initial Purchaser) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect to the Managed Containers and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating thereto. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. The Borrower agrees to pay on the Closing Date -------------- (a) Each the reasonable costs of producing and reproducing this Agreement, the other Loan Documents and the other agreements and instruments mentioned herein and (b) the fees, expenses and disbursements of the Manager Bank incurred in connection with the preparation of the Loan Documents and other instruments mentioned herein. In addition, the Issuer jointly and severally Borrower agrees to pay all reasonable and documented costs and expenses incident hereafter (c) any taxes payable after the Closing Date on or with respect to the purchase and resale of the Notes by the Initial Purchasers and the transactions contemplated by this Agreement (the Borrower hereby agrees to indemnify the Bank with respect thereto), (d) the reasonable fees, expenses and disbursements of the Series 2006-1 Transaction DocumentsBank's counsel or any local counsel to the Bank incurred in connection with the administration or interpretation of the Loan Documents and other instruments mentioned herein, whether and any amendments, modifications, approvals, consents or not waivers hereto or hereunder, (e) the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented allocable costs and expenses incident of the Bank relating to the conducting of periodic commercial finance examinations with respect to the Borrower, including the allocable daily time charges of the Bank's commercial finance examiners, agents, consultants, and representatives engaged in such examinations as in effect from time to time, and reasonable out of pocket travel and other related expenses, and (f) the fees, expenses and disbursements of the Bank incurred in connection with the administration or interpretation of the Loan Documents and the other instruments mentioned herein. Borrower shall also pay to the Bank, on the Closing Date and on each of the first two anniversary dates of this Agreement, a fee ("Commitment Fee") of $28,125.00 on each such date. In addition, the Borrower agrees to pay all reasonable out-of-pocket expenses (including reasonable attorneys' fees and costs, which attorneys may be employees of the Bank and the fees and costs of appraisers, engineers, investment bankers or other experts retained by the Bank in connection with any such enforcement proceedings) incurred by the Bank in connection with (i) the preparation, printing, word processing, distribution enforcement of or other production preservation of documents with respect to such transactions, including rights under any costs in respect of the Series 2006-1 Transaction Documents, Loan Documents against the Preliminary Offering Memorandum Borrower or the administration thereof after the occurrence of a Default or Event of Default and the Offering Memorandum and any amendment thereof or supplement thereto, and any "Blue Sky" memorandum, (ii) all arrangements relating any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the delivery to Bank's relationship with the Initial Purchasers of copies of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their Affiliates (provided that the fees of counsel to the Initial Purchasers shall not exceed $200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "Blue Sky" laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the NotesBorrower. The Issuer acknowledges that the Initial Purchasers are not responsible for any covenants of the fees, costs and expenses contemplated by this subsection. (b) Each S)13 shall survive payment or satisfaction of the Manager and the Issuer jointly and severally agrees to pay or reimburse, on a timely basis, each Initial Purchaser for all reasonable and documented out payment of pocket fees, costs and expenses incurred by such Initial Purchaser or third parties selected by such Initial Purchaser (which may include an Affiliate of such Initial Purchaser) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates amounts owing with respect to the Managed Containers and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating theretoNote. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. (a) Each of the Manager and the Issuer jointly and severally agrees to pay all reasonable and documented costs and expenses incident to the purchase and resale of the Notes by the Initial Purchasers and the other members of the Selling Group and the transactions contemplated by this Agreement and the Series 20062013-1 Transaction Documents, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (i) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect of the Series 20062013-1 Transaction Documents, the Additional Disclosure Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto, and any "“Blue Sky" ” memorandum, (ii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their Affiliates (including, but not limited to the fees, costs and expenses described under Section 7(b) herein) (provided that the fees of counsel to the Initial Purchasers shall not exceed $200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's ’s reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "“Blue Sky" ” laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, and (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the no Initial Purchasers are not Purchaser is responsible for any of the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager and the Issuer jointly and severally agrees to pay or reimburse, on a timely basis, each the Initial Purchaser Purchasers and the other members of the Selling Group for all reasonable and documented out of pocket fees, costs and expenses incurred by such the Initial Purchaser Purchasers or third parties selected by such the Initial Purchaser Purchasers (which may include an Affiliate of such an Initial Purchaser) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect to the Managed Containers and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating thereto. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. (a) Each of the Manager and the Issuer jointly and severally agrees to pay all reasonable and documented costs and expenses incident to the purchase and resale of the Notes by the Initial Purchasers and the transactions contemplated by this Agreement and the Series 20062012-1 Transaction Documents, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (i) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect of the Series 20062012-1 Transaction Documents, the Additional Disclosure Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto, and any "“Blue Sky" ” memorandum, (ii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their Affiliates (including, but not limited to the fees, costs and expenses described under Section 7(b) herein) (provided that the fees of counsel to the Initial Purchasers shall not exceed $200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's ’s reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "“Blue Sky" ” laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, and (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the no Initial Purchasers are not Purchaser is responsible for any of the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager and the Issuer jointly and severally agrees to pay or reimburse, on a timely basis, each the Initial Purchaser Purchasers for all reasonable and documented out of pocket fees, costs and expenses incurred by such the Initial Purchaser Purchasers or third parties selected by such the Initial Purchaser Purchasers (which may include an Affiliate of such an Initial Purchaser) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect to the Managed Containers and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating thereto. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. (a) Each of the Manager and the Issuer jointly and severally agrees to pay all reasonable and documented costs and expenses incident to the purchase and resale of the Notes by the Initial Purchasers Purchaser and the transactions contemplated by this Agreement and the Series 20062010-1 Transaction Documents, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (i) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect of the Series 20062010-1 Transaction Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto, and any "“Blue Sky" ” memorandum, (ii) all arrangements relating to the delivery to the Initial Purchasers Purchaser of copies of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers Purchaser or any of their its Affiliates (including, but not limited to the fees, costs and expenses described under Section 7(b) herein) (provided that the fees of counsel to the Initial Purchasers Purchaser shall not exceed $200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's ’s reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "“Blue Sky" ” laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers Purchaser in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, and (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are Purchaser is not responsible for any of the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager and the Issuer jointly and severally agrees to pay or reimburse, on a timely basis, each the Initial Purchaser for all reasonable and documented out of pocket fees, costs and expenses incurred by such the Initial Purchaser or third parties selected by such the Initial Purchaser (which may include an Affiliate of such the Initial Purchaser) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect to the Managed Containers and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating thereto. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. (a) Each Subject to the provisions of Section 2.5(b), the Manager and the Issuer jointly and severally Lessee agrees to pay all when due the reasonable and documented fees, costs and expenses incident to the purchase (including without limitation reasonable legal fees and resale expenses) of the Notes by Owner Trustee, the Initial Purchasers Holders, the Lenders and the transactions contemplated by this Agreement Agent incurred in connection with the negotiation, documentation and closing of the Series 2006-1 Overall Transaction Documentsand/or the recording, whether or not registration and filing of documents from time to time in connection with the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant Overall Transaction ("Transaction Costs"). In addition, the Lessee agrees to Section 12pay as Supplemental Rent all fees, including all reasonable and documented costs and expenses incident (including without limitation reasonable legal fees and expenses) of the Owner Trustee, the Holders, the Lenders, the Bank Lenders, the Liquidity Facility Participants, the Liquidity Provider and the Agent from time to time in connection with (i) any supplements, amendments, modifications or alterations of any of the preparation, printing, word processing, distribution or Operative Agreements (other production of documents than with respect to such transactionssupplements, including any amendments, modifications, waivers or alterations requested solely by parties to this Agreement other than Lessee regarding matters solely for the benefit of such parties, in which case each other party requesting such supplement, amendment, modification or alteration shall bear its own fees, costs in respect of the Series 2006-1 Transaction Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto, and any "Blue Sky" memorandumexpenses associated with such matter), (ii) all arrangements relating any enforcement action, preservation of rights, or exercise of remedies with regard to the delivery to Operative Agreements and/or the Initial Purchasers of copies of the foregoing documents, Overall Transaction (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their Affiliates (provided that the fees of counsel to the Initial Purchasers shall not exceed $200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "Blue Sky" laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are not responsible for any of than the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager losing party to any such enforcement action, preservation of rights or exercise of remedies, unless the actions or inactions of such party giving rise to the particular enforcement action, preservation of rights or exercise of remedies arises from an action or inaction of the Lessee), (iii) any disposition of any Unit, (iv) the $5,000 initial fee of the Owner Trustee, the $5,000 annual fee of the Owner Trustee, (v) the ongoing out-of-pocket fees and expenses of the Issuer jointly Owner Trustee (including without limitation reasonable legal fees and severally expenses of the Owner Trustee) under the Operative Agreements, (vi) the reasonable fees, costs and expenses of any separate Owner Trustee or co-trustee appointed pursuant to the Trust Agreement as a result of any requirement of Law or if otherwise required by any Operative Agreement or if requested or consented to by the Lessee and (vii) the Arrangement Fee payable in accordance with the Fee Letter. The Lessee also agrees to pay or reimburseas Supplemental Rent on the respective due date therefor from time to time the Program Fee, on a timely basisthe Dealer Fee, each Initial Purchaser for all reasonable the Facility Fee and documented out of pocket the Administrative Fee. Notwithstanding the foregoing, with respect to Sections 2.5(a)(i) and (ii) and the parenthetical phrases with respect to such Sections, it is expressly understood and agreed that the Lessee shall pay any such fees, costs and expenses incurred by the Initial Lender regardless of whether the Lessee (pursuant to such Sections 2.5(a)(i) and (ii) and such parenthetical phrases) otherwise would have no obligation for such fees, costs and expenses incurred by the Initial Purchaser or third parties selected by such Initial Purchaser Lender. (which may include an Affiliate of such Initial Purchaserb) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect Subject to the Managed Containers and the Related Assets whether or not next sentence, if the transactions contemplated hereby are not consummated for any reason, the Lessee shall pay all Transaction Costs. Notwithstanding anything contained herein to the contrary, if the transactions contemplated hereby are consummated. The Issuer agrees that these fees may include reasonable not consummated as a result of (i) a Holder's or a Lender's default in its obligations to consummate the transactions hereunder or (ii) a Holder's failure to make its equity investment as required by Section 2.2(a) or a Lender's failure to make the Loan as required by Section 2.2(b), after the conditions specified in Section 4 have been satisfied (other than conditions the satisfaction of which are solely in the control of such Holder or such Lender), such Holder or Lender shall pay its own fees, costs and documented expenses (including without limitation its legal fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating theretoexpenses). (c) The amounts payable under each clause Notwithstanding the foregoing provisions of this section Section 2.5, except as specifically provided in the Operative Agreements, the Lessee shall be cumulative have no liability for any costs or expenses relating to any voluntary transfer by a Holder of a Certificate or by a Lender of a Note (other than during the occurrence and payment continuation of amounts referred a Lease Event of Default) and no such costs or expenses shall constitute Transaction Costs and the Lessee will not have any obligation with respect to in one clause shall not reduce amounts payable under another clausethe costs and expenses resulting from any such transfer, whenever occurring.

Expenses; Fees. (a) Each of the Manager and the Issuer jointly and severally agrees to pay all reasonable and documented costs and expenses incident to the purchase and resale of the Notes by the Initial Purchasers and the transactions contemplated by this Agreement and the Series 20062014-1 3 Transaction Documents, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (i) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect of the Series 20062014-1 3 Transaction Documents, the Additional Disclosure Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto, and any "“Blue Sky" ” memorandum, (ii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their its Affiliates (including, but not limited to the fees, costs and expenses described under Section 7(b) herein) (provided that the fees of counsel to the Initial Purchasers shall not exceed ($200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's ’s reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "“Blue Sky" ” laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, and (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are not responsible for any of the fees, costs and expenses contemplated by this subsection. (ba) Each of the Manager and the Issuer Issuer, jointly and severally agrees severally, agree to pay or reimburse, on a timely basis, each the Initial Purchaser Purchasers for all reasonable and documented out of pocket fees, costs and expenses incurred by such the Initial Purchaser Purchasers or third parties selected by such the Initial Purchaser Purchasers (which may include an Affiliate of such Initial Purchaser) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect to the Managed Containers and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating thereto. (cb) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. (a) Each of the Manager and the Issuer jointly and severally agrees to pay all reasonable and documented costs and expenses incident to the purchase and resale of the Notes by the Initial Purchasers Purchaser and the transactions contemplated by this Agreement and the Series 20062013-1 2 Transaction Documents, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (i) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect of the Series 20062013-1 2 Transaction Documents, the Additional Disclosure Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto, and any "“Blue Sky" ” memorandum, (ii) all arrangements relating to the delivery to the Initial Purchasers Purchaser of copies of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers Purchaser or any of their its Affiliates (including, but not limited to the fees, costs and expenses described under Section 7(b) herein) (provided that the fees of counsel to the Initial Purchasers Purchaser shall not exceed ($200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's ’s reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "“Blue Sky" ” laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers Purchaser in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, and (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are Purchaser is not responsible for any of the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager and the Issuer Issuer, jointly and severally agrees severally, agree to pay or reimburse, on a timely basis, each the Initial Purchaser for (i) all fees as set forth in the Engagement Letter, and (ii) all reasonable and documented out of pocket fees, costs and expenses incurred by such the Initial Purchaser or third parties selected by such the Initial Purchaser (which may include an Affiliate of such the Initial Purchaser) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect to the Managed Containers and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating thereto. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. In addition to the rights of indemnification granted to the Purchaser Indemnified Parties under Section 10, the Issuer covenants and agrees with the Selling Group Members that the Issuer will pay or cause to be paid the following: (ai) Each the fees, disbursements and expenses of the Manager Issuer’s counsel and accountants in connection with the registration of the Notes under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Additional Disclosure Documents, the Preliminary Offering Memorandum or the Offering Memorandum and the mailing and delivering of copies thereof to the Selling Group Members and dealers; (ii) the cost of printing or reproducing this Agreement, the Indenture, any Blue Sky Memorandum and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iii) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 6(a)(ii) hereof, including the reasonable fees and disbursements of counsel for the Selling Group Members in connection with such qualification and in connection with the Blue Sky survey(s); (iv) any fees charged by securities rating services for rating the Notes; (v) any filing fees incident to, and the fees and disbursements of counsel for the Selling Group Members in connection with, any required reviews by the Financial Industry Regulatory Authority of the terms of the sale of the Notes; (vi) the cost of preparing certificates for the Notes; (vii) all expenses incurred by the Issuer jointly in connection with any “road show” presentation to potential investors, (viii) the fees and severally agrees expenses of the Indenture Trustee and any agent of the Indenture Trustee and the fees and disbursements of counsel for the Indenture Trustee in connection with the Indenture and the Notes; (ix) all costs and expenses incurred by any Purchaser Indemnified Party with respect to pay enforcing its respective rights and remedies as against the Issuer or CAL under this Agreement, the Indenture, any Series 2013-1 Note, any other Series 2013-1 Related Document to which the Issuer or CAL is a party, (x) all reasonable costs and documented expenses incurred in connection with the amendment or modification of, or any waiver or consent, made at the request of the Issuer, CAL or any of its respective Affiliates, and issued in connection with, this Agreement, the Indenture, any Series 2013-1 Note, any other Series 2013-1 Related Document to which the Issuer or CAL is a party, and (xi) all other costs and expenses incident to the purchase performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section 7 and Sections 10 and 12, the Selling Group Members will pay all of its own costs and expenses, including transfer taxes on resale of any of the Notes by the Initial Purchasers and the transactions contemplated by this Agreement and the Series 2006-1 Transaction Documents, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (i) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect of the Series 2006-1 Transaction Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement theretoSelling Group Members, and any "Blue Sky" memorandum, (ii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their Affiliates (provided that the fees of counsel to the Initial Purchasers shall not exceed $200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's reasonable and documented fees and expenses, including reasonable and documented advertising expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "Blue Sky" laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers in connection connected with any meetings with prospective investors in offers the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are not responsible for any of the fees, costs and expenses contemplated by this subsectionSelling Group Members may make. (b) Each of the Manager and the Issuer jointly and severally agrees to pay or reimburse, on a timely basis, each Initial Purchaser for all reasonable and documented out of pocket fees, costs and expenses incurred by such Initial Purchaser or third parties selected by such Initial Purchaser (which may include an Affiliate of such Initial Purchaser) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect to the Managed Containers and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating thereto. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. In addition to the rights of indemnification granted to the Purchaser Indemnified Parties under Section 10, the Issuer covenants and agrees with the several Initial Purchasers that the Issuer will pay or cause to be paid the following: (ai) Each the fees, disbursements and expenses of the Manager Issuer’s and the Issuer jointly each Initial Purchaser’s counsel and severally agrees to pay all reasonable and documented costs and expenses incident accountants in connection with (A) to the purchase and resale extent applicable, the registration of the Notes by under the Initial Purchasers and the transactions contemplated by this Agreement and the Series 2006-1 Transaction DocumentsAct, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (iB) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect reproduction and filing of the Series 2006-1 Transaction Additional Disclosure Documents, the Preliminary Offering Memorandum and or the Offering Memorandum and any amendment thereof or supplement thereto, and any "Blue Sky" memorandumMemorandum, (iiC) all arrangements relating to the delivery mailing and delivering of copies thereof to the Initial Purchasers of copies and dealers, and (D) the preparation, documentation and execution of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their Affiliates (Series 2018-2 Related Documents; provided that the fees of counsel to the Initial Purchasers shall not exceed $200,000have a single outside counsel, Dentons US LLP, represent them for purposes of this clause (i); (ii) the cost of printing or reproducing this Agreement, (iv) preparationthe Indenture, issuanceany Blue Sky Memorandum and any other documents in connection with the offering, transfer purchase, sale and delivery of the Notes, ; (viii) the Indenture Trustee's reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "Blue Sky" laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented all out-of-pocket expenses of the Initial Purchasers in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 6(a)(ii) hereof, including the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky survey(s); (iv) any meetings with prospective investors in fees charged by securities rating services for rating the Notes; (v) any filing fees incident to, and the fees and disbursements of counsel for the Initial Purchasers in connection with, any required reviews by the Financial Industry Regulatory Authority of the terms of the sale of the Notes; (vi) the cost of preparing certificates for the Notes; (vii) all reasonable out-of-pocket expenses incurred by the Issuer and documented expenses and fees incurred the Initial Purchasers in connection with causing the Notes to be eligible any “net road show website" for clearance and settlement through The Depository Trust Companypotential investors, (viii) the fees charged by S&P and expenses of the Indenture Trustee and any agent of the Indenture Trustee and the fees and disbursements of counsel for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are not responsible for any of the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager and the Issuer jointly and severally agrees to pay or reimburse, on a timely basis, each Initial Purchaser for all reasonable and documented out of pocket fees, costs and expenses incurred by such Initial Purchaser or third parties selected by such Initial Purchaser (which may include an Affiliate of such Initial Purchaser) Indenture Trustee in connection with the conduct of a due diligence examination of the Containers Indenture and the Related Transferred Assets, Notes; (ix) all costs and of the activities of the Issuer and out-of-pocket expenses incurred by any of its Affiliates Purchaser Indemnified Party with respect to enforcing its respective rights and remedies as against the Managed Containers Issuer, CAI or CAL under this Agreement, the Indenture, any Note, any other Series 2018-2 Related Document to which the Issuer or CAL is a party, (x) all costs and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and out-of-pocket expenses incurred in connection with time spent the amendment or modification of, or any waiver or consent, made at the offices request of the Issuer, the Manager, CAL or any of their Affiliates respective Affiliates, and issued in preparation connection with, this Agreement, the Indenture, any Note, any other Series 2018-2 Related Document to which the Issuer or CAL is a party and (xi) all other costs and out-of-pocket expenses incident to the performance of reports relating theretoits obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section 7 and Sections 10 and 12, the Initial Purchasers will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Notes by them, and any advertising expenses connected with any offers they may make. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. (a) Each of the Manager and the Issuer jointly and severally agrees to pay all reasonable and documented costs and expenses incident to the purchase and resale of the Notes by the Initial Purchasers Purchaser and the transactions contemplated by this Agreement and the Series 20062011-1 Transaction Documents, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (i) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect of the Series 20062011-1 Transaction Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto, and any "“Blue Sky" ” memorandum, (ii) all arrangements relating to the delivery to the Initial Purchasers Purchaser of copies of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers Purchaser or any of their its Affiliates (including, but not limited to the fees, costs and expenses described under Section 7(b) herein) (provided that the fees of counsel to the Initial Purchasers Purchaser shall not exceed $200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's ’s reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "“Blue Sky" ” laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers Purchaser in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, and (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are Purchaser is not responsible for any of the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager and the Issuer jointly and severally agrees to pay or reimburse, on a timely basis, each the Initial Purchaser for all reasonable and documented out of pocket fees, costs and expenses incurred by such the Initial Purchaser or third parties selected by such the Initial Purchaser (which may include an Affiliate of such the Initial Purchaser) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect to the Managed Containers and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating thereto. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. In addition to the rights of indemnification granted to the Purchaser Indemnified Parties under Section 10, the Issuer covenants and agrees with the several Initial Purchasers that the Issuer will pay or cause to be paid the following: (ai) Each the fees, disbursements and expenses of the Manager Issuer’s and the Issuer jointly each Initial Purchaser’s counsel and severally agrees to pay all reasonable and documented costs and expenses incident accountants in connection with (A) to the purchase and resale extent applicable, the registration of the Notes by under the Initial Purchasers and the transactions contemplated by this Agreement and the Series 2006-1 Transaction DocumentsAct, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (iB) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect reproduction and filing of the Series 2006-1 Transaction Additional Disclosure Documents, the Preliminary Offering Memorandum and or the Offering Memorandum and any amendment thereof or supplement thereto, and any "Blue Sky" memorandumMemorandum, (iiC) all arrangements relating to the delivery mailing and delivering of copies thereof to the Initial Purchasers of copies and dealers, and (D) the preparation, documentation and execution of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their Affiliates (Series 2018-1 Related Documents; provided that the fees of counsel to the Initial Purchasers shall not exceed $200,000have a single outside counsel, Dentons US LLP, represent them for purposes of this clause (i); (ii) the cost of printing or reproducing this Agreement, (iv) preparationthe Indenture, issuanceany Blue Sky Memorandum and any other documents in connection with the offering, transfer purchase, sale and delivery of the Notes, ; (viii) the Indenture Trustee's reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "Blue Sky" laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented all out-of-pocket expenses of the Initial Purchasers in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 6(a)(ii) hereof, including the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky survey(s); (iv) any meetings with prospective investors in fees charged by securities rating services for rating the Notes; (v) any filing fees incident to, and the fees and disbursements of counsel for the Initial Purchasers in connection with, any required reviews by the Financial Industry Regulatory Authority of the terms of the sale of the Notes; (vi) the cost of preparing certificates for the Notes; (vii) all reasonable out-of-pocket expenses incurred by the Issuer and documented expenses and fees incurred the Initial Purchasers in connection with causing the Notes to be eligible any “net road show website" for clearance and settlement through The Depository Trust Companypotential investors, (viii) the fees charged by S&P and expenses of the Indenture Trustee and any agent of the Indenture Trustee and the fees and disbursements of counsel for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are not responsible for any of the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager and the Issuer jointly and severally agrees to pay or reimburse, on a timely basis, each Initial Purchaser for all reasonable and documented out of pocket fees, costs and expenses incurred by such Initial Purchaser or third parties selected by such Initial Purchaser (which may include an Affiliate of such Initial Purchaser) Indenture Trustee in connection with the conduct of a due diligence examination of the Containers Indenture and the Related Transferred Assets, Notes; (ix) all costs and of the activities of the Issuer and out-of-pocket expenses incurred by any of its Affiliates Purchaser Indemnified Party with respect to enforcing its respective rights and remedies as against the Managed Containers Issuer, CAI or CAL under this Agreement, the Indenture, any Note, any other Series 2018-1 Related Document to which the Issuer or CAL is a party, (x) all costs and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and out-of-pocket expenses incurred in connection with time spent the amendment or modification of, or any waiver or consent, made at the offices request of the Issuer, the Manager, CAL or any of their Affiliates respective Affiliates, and issued in preparation connection with, this Agreement, the Indenture, any Note, any other Series 2018-1 Related Document to which the Issuer or CAL is a party and (xi) all other costs and out-of-pocket expenses incident to the performance of reports relating theretoits obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section 7 and Sections 10 and 12, the Initial Purchasers will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Notes by them, and any advertising expenses connected with any offers they may make. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. In addition to the rights of indemnification granted to the Purchaser Indemnified Parties under Section 10, the Issuer covenants and agrees with the several Initial Purchasers that the Issuer will pay or cause to be paid the following: (ai) Each the fees, disbursements and expenses of the Manager Issuer’s and the Issuer jointly each Initial Purchaser’s counsel and severally agrees to pay all reasonable and documented costs and expenses incident accountants in connection with (A) to the purchase and resale extent applicable, the registration of the Notes by under the Initial Purchasers and the transactions contemplated by this Agreement and the Series 2006-1 Transaction DocumentsAct, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (iB) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect reproduction and filing of the Series 2006-1 Transaction Additional Disclosure Documents, the Preliminary Offering Memorandum and or the Offering Memorandum and any amendment thereof or supplement thereto, and any "Blue Sky" memorandumMemorandum, (iiC) all arrangements relating to the delivery mailing and delivering of copies thereof to the Initial Purchasers of copies and dealers, and (D) the preparation, documentation and execution of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their Affiliates (Series 2020-1 Related Documents; provided that the fees of counsel to the Initial Purchasers shall not exceed $200,000have a single outside counsel, Dentons US LLP, represent them for purposes of this clause (i); (ii) the cost of printing or reproducing this Agreement, (iv) preparationthe Indenture, issuanceany Blue Sky Memorandum and any other documents in connection with the offering, transfer purchase, sale and delivery of the Notes, ; (viii) the Indenture Trustee's reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "Blue Sky" laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented all out-of-pocket expenses of the Initial Purchasers in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 6(a)(ii) hereof, including the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky survey(s); (iv) any meetings with prospective investors in fees charged by securities rating services for rating the Notes; (v) any filing fees incident to, and the fees and disbursements of counsel for the Initial Purchasers in connection with, any required reviews by the Financial Industry Regulatory Authority of the terms of the sale of the Notes; (vi) the cost of preparing certificates for the Notes; (vii) all reasonable out-of-pocket expenses incurred by the Issuer and documented expenses and fees incurred the Initial Purchasers in connection with causing the Notes to be eligible any “net road show website" for clearance and settlement through The Depository Trust Companypotential investors, (viii) the fees charged by S&P and expenses of the Indenture Trustee and any agent of the Indenture Trustee and the fees and disbursements of counsel for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are not responsible for any of the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager and the Issuer jointly and severally agrees to pay or reimburse, on a timely basis, each Initial Purchaser for all reasonable and documented out of pocket fees, costs and expenses incurred by such Initial Purchaser or third parties selected by such Initial Purchaser (which may include an Affiliate of such Initial Purchaser) Indenture Trustee in connection with the conduct of a due diligence examination of the Containers Indenture and the Related Transferred Assets, Notes; (ix) all costs and of the activities of the Issuer and out-of-pocket expenses incurred by any of its Affiliates Purchaser Indemnified Party with respect to enforcing its respective rights and remedies as against the Managed Containers Issuer, CAI or CAL under this Agreement, the Indenture, any Note, any other Series 2020-1 Related Document to which the Issuer or CAL is a party, (x) all costs and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and out-of-pocket expenses incurred in connection with time spent the amendment or modification of, or any waiver or consent, made at the offices request of the Issuer, the Manager, CAL or any of their Affiliates respective Affiliates, and issued in preparation connection with, this Agreement, the Indenture, any Note, any other Series 2020-1 Related Document to which the Issuer or CAL is a party and (xi) all other costs and out-of-pocket expenses incident to the performance of reports relating theretoits obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section 7 and Sections 10 and 12, the Initial Purchasers will pay all of their own costs and expenses. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. (a) Each Notwithstanding any termination of this Agreement (pursuant to Section 10 or otherwise), the Manager and the Issuer Issuers jointly and severally agrees agree to pay the following costs and expenses and all reasonable and documented other costs and expenses incident to the purchase and resale of the Notes performance by the Initial Purchasers Issuers of their obligations hereunder: (i) the negotiation, preparation, printing, typing, reproduction, execution and the transactions contemplated by delivery of this Agreement and of the Series 2006-1 other Transaction Documents, whether any amendment or not supplement to or modification of any of the transactions contemplated herein foregoing and any and all other documents furnished pursuant hereto or therein are consummated thereto or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to in connection herewith or therewith; (iii) the preparation, printing, word processingauthentication, distribution or other production issuance and delivery of documents with respect to such transactionscertificates for the Notes and the related Guarantees, including any costs stamp taxes in respect connection with the original issuance and sale of the Series 2006-1 Transaction Documents, the Preliminary Offering Memorandum Securities and the Offering Memorandum and any amendment thereof or supplement thereto, and any "Blue Sky" memorandum, (ii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, trustees' fees; (iii) the reasonable reproduction and documented fees delivery of this Agreement and disbursements the other Transaction Documents and all other agreements or documents reproduced and delivered in connection with the offering of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their Affiliates (provided that the fees of counsel to the Initial Purchasers shall not exceed $200,000), Securities; (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the registration or qualification of the Notes Securities for offer and sale under state the securities and "or Blue Sky" Sky laws of the several states (including filing fees and the reasonable fees) , expenses and disbursements of Cahill Gordon & Reindel, counsel to the extent Purchaser, relating to such qualification is required rexxxxxxxxxx xxd qxxxxxxxation not to exceed $10,000); (v) the fees, expenses and disbursements of Cahill Gordon & Reindel, counsel to the Purchaser, incurred in connectxxx xxxx xxx matxxxx xxntemplated by this Agreement, the Transaction Documents; (vi) reasonable the fees and documented expenses of the Initial Purchasers in connection with any meetings with prospective investors in Company's accountants and the Notes, fees and expenses of counsel (including local and special counsel) for the Issuers; (vii) fees and expenses of the Trustee including fees and expenses of its counsel; (viii) all reasonable and documented expenses and listing fees incurred in connection with causing the Notes to be eligible application for clearance and settlement through The Depository Trust Company, quotation of the Securities on the PORTAL Market; (viiiix) any fees charged by S&P investment rating agencies for the rating of the Notes Securities; and (ixx) fees charged by Xxxxx'x for the rating reasonable out-of-pocket expenses of the Notes. The Issuer acknowledges that Purchaser incurred in connection with the Initial Purchasers are not responsible for any of the fees, costs and expenses matters contemplated by this subsectionthe Transaction Documents. (b) Each The Issuers hereby agree to pay to the Purchaser the following fees: (i) a commitment fee equal to 0.75% of the Manager maximum aggregate principal amount of Securities which the Purchaser has agreed to purchase pursuant to the terms and conditions of this Agreement which amount shall be earned upon execution of this Agreement and which commitment fee shall be due and payable upon execution of this Agreement; and (ii) a purchase fee equal to 1.50% of the Issuer jointly aggregate principal amount of Securities which the Purchaser purchases on each Closing Date which amount shall be earned upon each such Closing Date and severally agrees which shall be due and payable on each such Closing Date. In addition, (i) in the event that any Securities remain outstanding as of November 1, 2000 (the "Conversion Date"), the Issuers hereby agree to pay to the Purchaser on the Conversion Date a conversion fee equal 2.75% of the aggregate principal amount of Securities outstanding as of the Conversion Date and (ii) the Issuers hereby agree to pay on the Cancellation Date (as defined) to the Purchaser a cancellation fee (the "Cancellation Fee") equal to 2.75% of the aggregate principal amount of Securities redeemed or reimburseotherwise repurchased prior to November 1, on a timely basis2000 (the date of such redemption or repurchase the "Cancellation Date"); provided, each Initial that any Cancellation Fee paid to the Purchaser for all reasonable and documented out of pocket feesshall be credited against any fee, costs and expenses incurred by such Initial discount or commission paid to the Purchaser or third parties selected by such Initial Purchaser (which may include an Affiliate any of such Initial Purchaser) its affiliates in connection with an offering of securities or the conduct issuance of a due diligence examination bank indebtedness by any Issuer to the extent the proceeds from such issuance are utilized concurrently with such issuance to redeem or repurchase Securities from the Purchaser; provided, however, that in no event shall the amount of any Cancellation Fee credited against any such fees, discounts and commissions exceed the amount of such fees, discounts and commissions; provided, further, that no Cancellation Fee shall be payable to the extent the Securities are redeemed or repurchased with the proceeds of the Containers and the Related Transferred Assets, and issuance of preferred stock of the activities of the Issuer and any of its Affiliates with respect Company to the Managed Containers and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the IssuerABRY Broadcast Partners II, the ManagerL.P., ABRY Broadcast Partners III, L.P. or any of their Affiliates respective affiliates (the "ABRY Preferred Stock"). The Issuers hereby authorize the Purchaser to withhold from the consideration to be paid to the Notes Issuers on each Closing Date an amount equal to the fees due and in preparation of reports relating theretopayable to the Purchaser on such Closing Date and to withhold from any other amounts that may be due and owing to any Note Issuer an amount equal to any other fees which may be due and payable hereunder. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.

Expenses; Fees. (a) Each of the Manager and the Issuer jointly and severally agrees to pay all reasonable and documented costs and expenses incident to the purchase and resale of the Notes by the Initial Purchasers and the transactions contemplated by this Agreement and the Series 20062014-1 Transaction Documents, whether or not the transactions contemplated herein or therein are consummated or this Agreement is terminated pursuant to Section 12, including all reasonable and documented costs and expenses incident to (i) the preparation, printing, word processing, distribution or other production of documents with respect to such transactions, including any costs in respect of the Series 20062014-1 Transaction Documents, the Additional Disclosure Documents, the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto, and any "“Blue Sky" ” memorandum, (ii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iii) the reasonable and documented fees and disbursements of counsel, accountants and other consultants, experts and advisors retained by the Initial Purchasers or any of their its Affiliates (including, but not limited to the fees, costs and expenses described under Section 7(b) herein) (provided that the fees of counsel to the Initial Purchasers shall not exceed ($200,000), (iv) preparation, issuance, transfer and delivery of the Notes, (v) the Indenture Trustee's ’s reasonable and documented fees and expenses, including reasonable and documented expenses of counsel retained by the Indenture Trustee, (vi) the qualification of the Notes under state securities and "“Blue Sky" ” laws (including filing fees and fees) to the extent such qualification is required by this Agreement, (vi) reasonable and documented expenses of the Initial Purchasers in connection with any meetings with prospective investors in the Notes, (vii) all reasonable and documented expenses and fees incurred in connection with causing the Notes to be eligible for clearance and settlement through The Depository Trust Company, and (viii) fees charged by S&P for the rating of the Notes and (ix) fees charged by Xxxxx'x for the rating of the Notes. The Issuer acknowledges that the Initial Purchasers are not responsible for any of the fees, costs and expenses contemplated by this subsection. (b) Each of the Manager and the Issuer Issuer, jointly and severally agrees severally, agree to pay or reimburse, on a timely basis, each the Initial Purchaser Purchasers for all reasonable and documented out of pocket fees, costs and expenses incurred by such the Initial Purchaser Purchasers or third parties selected by such the Initial Purchaser Purchasers (which may include an Affiliate of such Initial Purchaser) in connection with the conduct of a due diligence examination of the Containers and the Related Transferred Assets, and of the activities of the Issuer and any of its Affiliates with respect to the Managed Containers and the Related Assets whether or not the transactions contemplated herein are consummated. The Issuer agrees that these fees may include reasonable and documented fees and expenses incurred in connection with time spent at the offices of the Issuer, the Manager, or any of their Affiliates and in preparation of reports relating thereto. (c) The amounts payable under each clause of this section shall be cumulative and payment of amounts referred to in one clause shall not reduce amounts payable under another clause.