Common use of Payment of Certain Expenses Clause in Contracts

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to SCUSA incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vi) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”, SCUSA will pay all of its own costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA each Dealer that the Bank will pay or cause to be paid the following: : (ia) the fees, disbursements and expenses of the Bank’s 's counsel and the Bank’s accountants in connection with the registration of the Securities Covered Bonds under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Prospectus and any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, such Dealer; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iiib) the cost of printing or producing this Agreement, any Blue Sky or legal investment memorandum Subscription Agreement, the Trust Deed, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Securities under state securities laws and Covered Bonds; (c) all expenses in connection with the qualification of the Securities Covered Bonds for offer offering and sale under state securities laws as provided in Section 5(b7(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Dealers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, Memorandum; (ivd) all any fees charged by securities rating services for rating the Covered Bonds; (e) any filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Dealers in connection with the with, any required review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the Securities, terms of the sale of the Covered Bonds; (vif) the cost of preparing the preparation, issuance and delivery of the Securities, Covered Bonds; (vig) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the reasonable Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture Trust Deed and the Securities, Covered Bonds; and (vii) the document production charges and expenses associated with printing this Agreement and (viiih) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”10 hereof, SCUSA the Dealers will pay all of its their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities Covered Bonds by them them, and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s the Dealers' counsel for the establishment of the Securities Programme shall be paid by the Bank.

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA each Agent that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and Program Prospectus, any preliminary prospectus, the Prospectus, any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, such Agent; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing this Agreement, any Blue Sky or legal investment memorandum Terms Agreement, any Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Securities under state securities laws and Securities; (iii) all expenses in connection with the qualification of the Securities for offer offering and sale under state securities laws as provided in Section 5(b5(c) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Agents in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, Memorandum; (iv) all any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Agents in connection with the with, any required review and qualification by FINRA of the offering terms of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating sale of the Securities, ; (vi) the cost of the preparation, issuance and delivery of preparing the Securities, ; (vivii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the reasonable Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement ; and (viii) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”8 hereof, SCUSA the Agents will pay all of its their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them them, and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s the Agents’ counsel for the establishment and maintenance of the Securities this Series shall be paid by the BankBank unless otherwise agreed by the Agents in writing.

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA each Agent that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and Program Prospectus, any Preliminary Prospectus, the Prospectus, any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, such Agent; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing this Agreement, any Blue Sky or legal investment memorandum Terms Agreement, any Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Securities under state securities laws and Securities; (iii) all expenses in connection with the qualification of the Securities for offer offering and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Agents in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, Memorandum; (iv) all any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Agents in connection with with, any required review by the review and qualification National Association of Securities Dealers, Inc. of the offering terms of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating sale of the Securities, ; (vi) the cost of the preparation, issuance and delivery of preparing the Securities, ; (vivii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the reasonable Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement ; and (viii) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”8 hereof, SCUSA the Agents will pay all of its their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them them, and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s the Agents’ counsel for the establishment of the Securities this Series shall be paid by the Bank.

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Shelf Prospectus, the Prospectus and any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, ; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to SCUSA incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA")Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vi) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”, SCUSA will pay all of its own costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA the Agent that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Program Prospectus and and, any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, the Agent; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Agent in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to SCUSA the Agent incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("“FINRA"”), (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vivii) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (viiviii) the document production charges and expenses associated with printing this Agreement Agreement; and (viiiix) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”, SCUSA the Agent will pay all of its own costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them them, and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSAthe Agent’s counsel for the establishment and maintenance of the Securities this Series shall be paid by the BankBank unless otherwise agreed by the Agents in writing.

Payment of Certain Expenses. The Bank Company covenants and agrees with SCUSA each Agent that the Bank Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the BankCompany’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and Program Prospectus, any Preliminary Prospectus, the Prospectus, any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, such Agent; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing this Agreement, any Blue Sky or legal investment memorandum Terms Agreement, any Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Securities under state securities laws and Securities; (iii) all expenses in connection with the qualification of the Securities for offer offering and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Agent in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, Memorandum; (iv) all any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Agent in connection with the with, any required review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by of the rating agencies for terms of the rating sale of the Securities, ; (vi) the cost of the preparation, issuance and delivery of preparing the Securities, ; (vivii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the reasonable Company and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement ; and (viii) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”8 hereof, SCUSA the Agent will pay all of its own costs and expenses, including the fees and disbursements of their its counsel, transfer taxes payable on resale of any of the Securities by them it, and any advertising expenses connected with any offers they it may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to SCUSA incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("“FINRA"”), (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vi) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”, SCUSA will pay all of its own costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

Payment of Certain Expenses. Section 7.1. Payment of Lease Transaction Expenses on or prior to Completion Date. (a) The Bank covenants and Lessor agrees with SCUSA that the Bank will to pay or cause to be paid on the following: (i) the Effective Date, all Lease Transaction Expenses, including, without limitation, all reasonable fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to SCUSA incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vi) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee Lessor, the Collateral Agent and the Agent in connection with the Indenture transactions contemplated by the Related Documents, the initial fees and expenses of the Owner Trustee due and payable on the Effective Date, all fees, taxes and expenses for the recording, registration and filing of documents and all other reasonable fees, expenses and disbursements incurred in connection the execution and delivery of the Related Documents and the Securities, (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance consummation of the obligations of transactions to be consummated on the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”, SCUSA will pay all of its own costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may makeEffective Date; provided, however, the Lessor shall pay such amounts described in this Section 7.1(a) only to the extent (i) such amounts are properly described in a Requisition delivered on or before the Effective Date, (ii) funds are made available by the Lenders and the Certificateholders in connection with such Requisition in an amount sufficient to allow such payment and (iii) if any such amounts relate to the Revolving Credit Agreement or the Revolving Credit Notes, the portion thereof that is reasonably allocable to the Revolving Credit Agreement and Revolving Credit Notes is deducted or excluded therefrom. On the Effective Date after delivery and receipt of the Requisition referenced in Section 4.2 hereof and satisfaction of the other conditions precedent for such date, the Certificateholders shall make Certificateholder Advances and the Lenders shall make Advances to the Lessor to pay for the Lease Transaction Expenses referenced in this Section 7.1(a). (b) Assuming no Event of Default or Potential Default (other than a Potential Default that would be cured upon application of the proceeds of such Funding, provided such proceeds are so applied or provision reasonably satisfactory to the Collateral Agent shall have been made such that such proceeds will be so applied) shall have occurred and be continuing, the Lessor agrees on the date of any Funding and on the Completion Date to pay or cause to be paid all Lease Transaction Expenses including, without limitation, all reasonable fees fees, expenses and disbursements of SCUSA’s counsel for the establishment Lessor, the Collateral Agent and the Agent in connection with the transactions contemplated by the Related Documents and billed in connection with such Funding or the Completion Date, all amounts described in Section 7.1(a) of this Agreement which have not been previously paid, the fees and reasonable out-of-pocket expenses of the Securities Trust Company, all fees, expenses and disbursements incurred with respect to the various items referenced in Sections 5.3, 5.4 and 5.5 (including, without limitation, any premiums for title insurance policies and charges for any updates to such policies) and all other reasonable fees, expenses and disbursements in connection with such Funding or the Completion Date including, without limitation, all expenses relating to and all fees, taxes and expenses for the recording, registration and filing of documents; provided, however, the Lessor shall be paid pay such amounts described in this Section 7.1(b) only if (i) such amounts are properly described in a Requisition delivered on the applicable date, (ii) funds are made available by the BankLenders and the Certificateholders in connection with such Requisition in an amount sufficient to allow such payment and (iii) if any such amounts relate to the Revolving Credit Agreement or the Revolving Credit Notes, the portion thereof that is reasonably allocable to the Revolving Credit Agreement and Revolving Credit Notes is deducted or excluded therefrom. On the Effective Date, on the date of any Funding or the Completion Date, after delivery of the applicable Requisition and satisfaction of the other conditions precedent for such date, the Certificateholders shall make Certificateholder Advances and the Lenders shall make Advances to the Lessor to pay for the Lease Transaction Expenses referenced in this Section 7.1(b).

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA that Whether or not the Bank will pay transactions contemplated by this Guaranty or cause to the Note Agreement shall be paid consummated, the following: Guarantor will: (i) the fees, disbursements Pay all reasonable fees and expenses of incurred by the Bank’s counsel Purchaser and the Bank’s accountants Debtor in connection with the registration transactions described in the Note Agreement and all reasonable fees and expenses incurred by the Purchaser or any other Beneficiary in connection with any modification, supplement or amendment of this Guaranty, the Lease, the Put Agreement or any of the Securities Obligation Agreements or Guarantor Documents or any waiver or consent under or in respect of this Guaranty, the Securities Act Notes, the Lease, the Put Agreement or any of the Obligation Agreements or Guarantor Documents, whether or not such modification, supplement, amendment, waiver or consent is obtained or becomes effective, including in each such instance, without limitation, printing, word processing and reproduction expenses, reasonable legal fees (including reasonable legal fees and expenses of each Beneficiary's counsel), fees and expenses of any appraisers and environmental engineers and consultants and all recording, registration and filing fees, taxes and expenses. The Guarantor agrees to pay all expenses incurred by any Beneficiary (including reasonable counsel fees and the fees, expenses and disbursements of an investment bank or other expenses firm acting as such Beneficiary's financial advisor) following the occurrence and during the continuance of any Default or Event of Default or any workout restructuring or similar negotiations or any bankruptcy proceeding involving the Guarantor, the Debtor or any holder of a beneficial interest in the Debtor and to pay all costs of collection and enforcement, including reasonable attorneys' fees and disbursements, with respect to this Guaranty, the Notes, the Lease, the Put Agreement or any other Obligation Agreement or Guarantor Document; (ii) Pay and save each Beneficiary harmless from and against any and all liability and loss with respect to or resulting from the nonpayment or delayed payment of any and all stamp and other similar taxes (other than transfer taxes), fees and excises, if any, including any interest and penalties, which may be, or be determined to be, payable in connection with the preparationtransactions contemplated by the Note Agreement and this Guaranty, printing and filing or in connection with any modification, supplement or amendment of this Guaranty, the Notes, the Lease, the Put Agreement or any of the Registration Statement, the Prospectus and Obligation Agreements or Guarantor Documents or any Pricing Supplements, waiver or consent under or in respect of any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, thereof; and (iii) the cost of printing Hold each Beneficiary harmless from and against any and all finders' or producing any Blue Sky or legal investment memorandum brokerage fees and commissions which may be payable in connection with the offer transactions contemplated hereby and sale of by the Securities under state securities laws and all expenses Note Agreement or in connection with any modification, supplement or amendment of this Guaranty, the qualification of Notes, the Securities for offer and sale under state securities laws as provided in Section 5(b) hereofLease, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA in connection with such qualification and in connection with the Blue Sky Put Agreement or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to SCUSA incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vi) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”, SCUSA will pay all of its own costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and Obligation Agreements or Guarantor Documents or any advertising expenses connected with waiver or consent under or in respect of any offers they may make; providedthereof. Notwithstanding anything to the contrary contained in this Guaranty, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment Guarantor's obligations under this Section 6(p) shall survive payment of the Securities shall be paid by the BankObligations.

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA each Agent that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Shelf Prospectus, the Prospectus and any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information Supplements and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, such Agent; (ii) all costs the cost of printing, producing this Agreement, any Terms Agreement, any Indenture, closing documents (including any compilations thereof) and expenses related to any other documents in connection with the transfer offering, purchase, sale and delivery of the Securities, including any transfer or similar taxes payable thereon, ; (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer offering and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Agents in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, Memorandum; (iv) all any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Agents in connection with with, any required review by the review and qualification National Association of Securities Dealers, Inc. of the offering terms of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating sale of the Securities, ; (vi) the cost of the preparation, issuance and delivery of preparing the Securities, ; (vivii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the reasonable Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement ; and (viii) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”8 hereof, SCUSA the Agents will pay all of its their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them them, and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA each Agent that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s 's counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Shelf Prospectus, the Prospectus and any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, such Agent; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing this Agreement, any Blue Sky or legal investment memorandum Terms Agreement, any Indenture, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Securities under state securities laws and Securities; (iii) all expenses in connection with the qualification of the Securities for offer offering and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Agents in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, Memorandum; (iv) all any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Agents in connection with with, any required review by the review and qualification National Association of Securities Dealers, Inc. of the offering terms of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating sale of the Securities, ; (vi) the cost of the preparation, issuance and delivery of preparing the Securities, ; (vivii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the reasonable Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement ; and (viii) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”8 hereof, SCUSA the Agents will pay all of its their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them them, and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s the Agents' counsel for the establishment of the Securities this Series shall be paid by the Bank.

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA the several Underwriters that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Shelf Prospectus and the Prospectus and any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, the Underwriters and dealers; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum agreement among underwriters, the Standard Provisions, the Terms Agreement, any Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Securities under state securities laws and Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offer offering and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, Memorandum; (iv) all any fees charged by securities rating services for rating the Offered Securities; (v) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Underwriters in connection with with, securing any required review by the review and qualification National Association of Securities Dealers, Inc. of the offering terms of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating sale of the Offered Securities, ; (vi) the cost of preparing the preparation, issuance and delivery of the Offered Securities, ; (vivii) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Offered Securities, (vii) the document production charges and expenses associated with printing this Agreement ; and (viii) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is that are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification Sections 8 and Contribution”11 hereof, SCUSA the Underwriters will pay all of its their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes payable on resale of any of the Offered Securities by them them, and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

Payment of Certain Expenses. The Bank CIBC covenants and agrees with SCUSA the Agent that the Bank CIBC will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the BankCIBC’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and Program Prospectus, any Preliminary Prospectus, the Prospectus, any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, the Agent; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer offering and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Agent in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, Memorandum; (iii) any fees charged by securities rating services for rating the Securities; (iv) all any filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Agent in connection with the with, any required review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by of the rating agencies for terms of the rating sale of the Securities, ; (viv) the cost of the preparation, issuance and delivery of preparing the Securities, ; (vi) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of CIBC and the reasonable fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Securities, ; and (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”8 hereof, SCUSA the Agent will pay all of its own costs and expenses, including the fees and disbursements of their its counsel, transfer taxes payable on resale of any of the Securities by them it, and any advertising expenses connected with any offers they it may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA each Dealer that the Bank will pay or cause to be paid the following: : (ia) the fees, disbursements and expenses of the Bank’s 's counsel and the Bank’s accountants in connection with the registration of the Securities Covered Bonds under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Prospectus and any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, such Dealer; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iiib) the cost of printing or producing this Agreement, any Blue Sky or legal investment memorandum Subscription Agreement, the Trust Deed, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Securities under state securities laws and Covered Bonds; (c) all expenses in connection with the qualification of the Securities Covered Bonds for offer offering and sale under state securities laws as provided in Section 5(b‎7(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Dealers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, Memorandum; (ivd) all any fees charged by securities rating services for rating the Covered Bonds; (e) any filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Dealers in connection with the with, any required review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the Securities, terms of the sale of the Covered Bonds; (vif) the cost of preparing the preparation, issuance and delivery of the Securities, Covered Bonds; (vig) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the reasonable Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture Trust Deed and the Securities, Covered Bonds; and (vii) the document production charges and expenses associated with printing this Agreement and (viiih) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”‎10 hereof, SCUSA the Dealers will pay all of its their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities Covered Bonds by them them, and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s the Dealers' counsel for the establishment of the Securities Programme shall be paid by the Bank.

Payment of Certain Expenses. The Bank CIBC covenants and agrees with SCUSA the Agent that the Bank CIBC will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the BankCIBC’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and Program Prospectus, any Preliminary Prospectus, the Prospectus, any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, the Agent; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer offering and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Agent in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, Memorandum (such fees not to exceed $5,000 per year); (iii) any fees charged by securities rating services for rating the Securities; (iv) all any filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Agent in connection with the with, any required review and qualification by FINRA of the offering terms of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating sale of the Securities, ; (viv) the cost of the preparation, issuance and delivery of preparing the Securities, ; (vi) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of CIBC and the reasonable fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Securities, ; and (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”8 hereof, SCUSA the Agent will pay all of its own costs and expenses, including the fees and disbursements of their its counsel, transfer taxes payable on resale of any of the Securities by them it, and any advertising expenses connected with any offers they it may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA the several Underwriters that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Pricing SupplementsPreliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and all other the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, the Underwriters and dealers; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing this Agreement, any Blue Sky or legal investment memorandum Preliminary Prospectus, the Time of Sale Information, the Prospectus, the Indenture, any blue sky memorandum, broadly disseminated road shows, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Securities under state securities laws and Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offer offering and sale under state securities laws as provided in Section 5(b6(h) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, Memorandum; (iv) all any fees charged by securities rating services for rating the Offered Securities; (v) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Underwriters in connection with the with, any required review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the terms of the sale of the Offered Securities, ; (vi) the cost of preparing the preparation, issuance and delivery of the Offered Securities, ; (vivii) the fees and expenses of the Trustee Trustees and any agent of the Trustee Trustees and any transfer or paying agent of the Bank and the reasonable fees and disbursements of counsel for the Trustee Trustees or such agent in connection with the Indenture and the Offered Securities, (vii) the document production charges and expenses associated with printing this Agreement ; and (viii) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is that are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification Sections 10 and Contribution”13 hereof, SCUSA the Underwriters will pay all of its their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes payable on resale of any of the Offered Securities by them them, and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA the Underwriters that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities Notes under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus and any Pricing SupplementsProspectus, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, the Underwriters; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing this Agreement, the Indenture, any Blue Sky or legal investment memorandum blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Securities under state securities laws and Notes; (iii) all expenses in connection with the qualification of the Securities Notes for offer offering and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment any blue sky memorandum, ; (iv) all any fees charged by securities rating services for rating the Notes; (v) any filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Underwriters in connection with the with, any required review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the Securities, terms of the sale of the Notes; (vi) the cost of preparing the preparation, issuance and delivery of the Securities, Notes; (vivii) the fees and expenses of the Trustee Trustees and any agent of the Trustee Trustees and any transfer or paying agent of the Bank and the reasonable fees and disbursements of counsel for the Trustee Trustees or such agent in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement Notes; and (viii) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”, SCUSA the Underwriters will pay all of its their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities Notes by them them, and any advertising expenses connected with any offers of the Notes they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.