Common use of Payment of Certain Expenses Clause in Contracts

Payment of Certain Expenses. The Bank covenants and agrees with 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 accountants in connection with the registration of the Notes under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the 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 such Agent; (ii) the reasonable fees and disbursements of the Agents’ counsel for the establishment of the Series; (iii) the cost of printing or producing this Agreement, any Terms Agreement, any Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iv) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Agents in connection with such qualification and in connection with any blue sky memorandum; (v) any fees charged by securities rating services for rating the Notes; (vi) any filing fees incident to, and the fees and disbursements of counsel for the Agents in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Notes; (vii) the cost of preparing the Notes; (vii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Notes; and (ix) all other costs and expenses incident to the 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, and Section 8 hereof, the Agents 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.

Payment of Certain Expenses. The Bank covenants and agrees with each Agent 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 accountants in connection with the registration of the Notes Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Program Prospectus, any Preliminary Prospectus, the Prospectus, any Pricing Supplements, 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 such Agentthe Underwriters and dealers; (ii) the reasonable fees and disbursements of the Agents’ counsel for the establishment of the Series; (iii) the cost of printing or producing this Agreement, any Terms AgreementPreliminary Prospectus, any 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 offering, purchase, sale and delivery of the NotesSecurities; (iviii) all expenses in connection with the qualification of the Notes Securities for offering and sale under state securities laws as provided in Section 5(b6(h) hereof, including the reasonable fees and disbursements of counsel for the Agents Underwriters in connection with such qualification and in connection with any blue sky memorandum; (viv) any fees charged by securities rating services for rating the NotesSecurities; (viv) any the filing fees incident to, and the fees and disbursements of counsel for the Agents Underwriters in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Notes; (viivi) the cost of preparing the NotesSecurities; (vii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and Indenture, the NotesSecurities; and (ixviii) all other costs and expenses incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 8 Sections 10 and 13 hereof, the Agents Underwriters 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 of the Notes they may make.

Payment of Certain Expenses. The Bank covenants and agrees with 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 accountants in connection with the registration of the Notes Warrants under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the 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 such Agent; (ii) the reasonable fees and disbursements of the Agents’ counsel for the establishment of the each Series; (iii) the cost of printing or producing this Agreement, any Terms Agreement, any IndentureWarrant Agreement, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the NotesWarrants; (iv) all expenses in connection with the qualification of the Notes Warrants for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Agents in connection with such qualification and in connection with any blue sky memorandum; (v) any fees charged by securities rating services for rating the NotesWarrants; (vi) any filing fees incident to, and the fees and disbursements of counsel for the Agents in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the NotesWarrants; (vii) the cost of preparing the NotesWarrants; (vii) the fees and expenses of the Trustee Warrant Agent and any agent of the Trustee Warrant Agent and any transfer or paying agent of the Bank and the fees and disbursements of counsel for the Trustee Warrant Agent or such agent in connection with the Indenture Warrant Agreement and the NotesWarrants; and (ix) all other costs and expenses incident to the 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, and Section 8 hereof, the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Notes Warrants by them, and any advertising expenses connected with any offers of Warrants they may make.

Payment of Certain Expenses. The Bank covenants and agrees with 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 accountants in connection with the registration of the Notes under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the 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 such Agent; (ii) the reasonable fees and disbursements of the Agents’ counsel for the establishment of the each Series; (iii) the cost of printing or producing this Agreement, any Terms Agreement, any Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iv) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Agents in connection with such qualification and in connection with any blue sky memorandum; (v) any fees charged by securities rating services for rating the Notes; (vi) any filing fees incident to, and the fees and disbursements of counsel for the Agents in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Notes; (vii) the cost of preparing the Notes; (vii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Notes; and (ix) all other costs and expenses incident to the 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, and Section 8 hereof, the Agents 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 of Notes they may make.

Payment of Certain Expenses. The Bank covenants and agrees with each Agent 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 's counsel and accountants in connection with the registration of the Notes Offered Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Program Prospectus, any Preliminary Prospectus, the Prospectus, any Pricing Supplements, 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 such Agentthe Underwriters and dealers; (ii) the reasonable fees and disbursements of the Agents’ counsel for the establishment of the Series; (iii) the cost of printing or producing this Agreementany agreement among underwriters, any the Standard Provisions, the Terms Agreement, any Indenture, any blue sky memorandum, broadly disseminated road shows, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the NotesOffered Securities; (iviii) all expenses in connection with the qualification of the Notes Offered Securities for offering and sale under state securities laws as provided in Section 5(b5(f) hereof, including the reasonable fees and disbursements of counsel for the Agents Underwriters in connection with such qualification and in connection with any blue sky memorandumthe Blue Sky Memorandum; (viv) any fees charged by securities rating services for rating the NotesOffered Securities; (viv) any the filing fees incident to, and the fees and disbursements of counsel for the Agents Underwriters in connection with, securing any required review by the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. of the terms of the sale of the NotesOffered Securities; (viivi) the cost of preparing the NotesOffered Securities; (vii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the NotesOffered Securities; and (ixviii) all other costs and expenses incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 8 Sections 9 and 12 hereof, the Agents Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Notes Offered Securities by them, and any advertising expenses connected with any offers they may make.

Payment of Certain Expenses. The Bank covenants and agrees with 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 accountants in connection with the registration of the Notes under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Program any Product 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 such Agent; (ii) the reasonable fees and disbursements of the Agents’ counsel for the establishment of the Series; (iii) the cost of printing or producing this Agreement, any Terms Agreement, any Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iviii) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Agents in connection with such qualification and in connection with any blue sky memorandum; (viv) any fees charged by securities rating services for rating the Notes; (viv) any filing fees incident to, and the fees and disbursements of counsel for the Agents in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Notes; (viivi) the cost of preparing the Notes; (vii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Notes; and (ixviii) all other costs and expenses incident to the 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, and Section 8 hereof, the Agents 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.

Payment of Certain Expenses. The Bank covenants and agrees with each Agent 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 accountants in connection with the registration of the Notes Offered Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Program Prospectus, any Preliminary Prospectus, the Prospectus, any Pricing Supplements, 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 such Agentthe Underwriters and dealers; (ii) the reasonable fees and disbursements of the Agents’ counsel for the establishment of the Series; (iii) the cost of printing or producing this Agreementany agreement among underwriters, any 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 offering, purchase, sale and delivery of the NotesOffered Securities; (iviii) all expenses in connection with the qualification of the Notes Offered Securities for offering and sale under state securities laws as provided in Section 5(b5(g) hereof, including the reasonable fees and disbursements of counsel for the Agents Underwriters in connection with such qualification and in connection with any blue sky memorandumthe Blue Sky Memorandum; (viv) any fees charged by securities rating services for rating the NotesOffered Securities; (viv) any the filing fees incident to, and the fees and disbursements of counsel for the Agents Underwriters in connection with, securing any required review by the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. of the terms of the sale of the NotesOffered Securities; (viivi) the cost of preparing the NotesOffered Securities; (vii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the NotesOffered Securities; and (ixviii) all other costs and expenses incident to the performance of its obligations hereunder which that are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 8 Sections 9 and 12 hereof, the Agents Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Notes Offered Securities by them, and any advertising expenses connected with any offers they may make.

Payment of Certain Expenses. The Bank covenants and agrees with 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 accountants in connection with the registration of the Notes under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the 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 such Agent; (ii) the reasonable fees and disbursements of the Agents’ counsel for the establishment of the each Series; (iii) the cost of printing or producing this Agreement, any Terms Agreement, any Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iv) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Agents in connection with such qualification and in connection with any blue sky memorandum; (v) any fees charged by securities rating services for rating the Notes; (vi) any filing fees incident to, and the fees and disbursements of counsel for the Agents in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Notes; (vii) the cost of preparing the Notes; (vii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Notes; and (ix) all other costs and expenses incident to the 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, and Section 8 hereof, the Agents 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.

Payment of Certain Expenses. The Bank covenants and agrees with each Agent 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 accountants in connection with the registration of the Notes and Series 31 Shares under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the 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 such Agentthe Underwriters; (ii) the reasonable fees and disbursements of the Agents’ counsel for the establishment of the Series; (iii) the cost of printing or producing this Agreement, any Terms Agreement, any the Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the NotesNotes and the Series 31 Shares; (iviii) all expenses in connection with the qualification of the Notes and the Series 31 Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Agents Underwriters in connection with such qualification and in connection with any blue sky memorandum; (viv) any fees charged by securities rating services for rating the NotesNotes and the Series 31 Shares; (viv) any filing fees incident to, and the fees and disbursements of counsel for the Agents Underwriters in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Notes; (viivi) the cost of preparing the NotesNotes and the Series 31 Shares; (vii) 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 fees and disbursements of counsel for the Trustee Trustees or such agent in connection with the Indenture Indenture, the Notes and the NotesSeries 31 Shares; and (ixviii) all other costs and expenses incident to the 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, and Section 8 hereof, the Agents Underwriters 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 of the Notes they may make.

Payment of Certain Expenses. The Bank covenants Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company shall pay, or reimburse if paid by the Agents, all costs and agrees with each Agent that expenses incident to the Bank will pay performance of the obligations of the Company under this Agreement, including, without limitation, costs and expenses of or cause relating to be paid the following: (i) the fees, disbursements and expenses of the Bank’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 and filing of the Registration StatementStatement and exhibits to it, the Program Prospectus, any Preliminary Prospectus, the Prospectus, any Pricing Supplements, any Issuer each Permitted Free Writing Prospectus, the Prospectus and any Time amendment or supplement to the Registration Statement or the Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of Sale Information the Rules and all other amendments and supplements thereto and the mailing and delivering of copies thereof to such Agent; Regulations), (ii) the reasonable fees preparation and disbursements delivery of certificates representing the Agents’ counsel for the establishment of the Series; Shares, (iii) the cost printing of printing or producing this Agreement, any Terms Agreement, any Indenture, any blue sky memorandum, closing documents (iv) furnishing (including any compilations thereofcosts of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus and any other documents Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering, purchase, sale and delivery of the Notes; (iv) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 5(bof the Shares by the Agents, (v) hereofthe listing of the Shares on the Exchange, including (vi) any filings required to be made by the fees Agents with FINRA, and the fees, disbursements and other charges of counsel for the Agents in connection with such therewith, (vii) the registration or qualification of the Shares for offer and in connection with any blue sky memorandum; (v) any fees charged by securities rating services for rating sale under the Notes; (vi) any filing fees incident to, Act and the fees securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (i) of this Section 3, including the fees, disbursements and disbursements other charges of counsel for to the Agents in connection withtherewith, any required review and, if requested by the Financial Industry Regulatory AuthorityAgents, Inc. the preparation and printing of preliminary, supplemental and final Blue Sky or Legal Investment memoranda, (viii) counsel to the terms of Company, (ix) The Depository Trust Company and any other depositary, transfer agent or registrar for the sale of the Notes; Shares, (viix) the cost of preparing the Notes; Company Accountants and (viixi) the fees all fees, costs and expenses of for consultants used by the Trustee and any agent of the Trustee and any transfer or paying agent of the Bank and the fees and disbursements of counsel for the Trustee or such agent Company in connection with the Indenture and the Notes; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Sectionoffering. It is understood, however, that, except as provided in this Section, and Section 8 hereofAgreement, the Agents 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.