Common use of Payment of Costs and Expenses Clause in Contracts

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.), (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement Statement, the Preliminary Prospectus and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants accountants, and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 7 and in Sections 7, 9, 10 12 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.), (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants accountants, and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 6 and in Sections 78, 9, 10 11 and 13 12 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.), (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants accountants, and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 6 and in Sections 78, 9, 10 11 and 13 12 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity Issuer under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.), (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 6 and in Sections 78, 9, 10 11 and 13 12 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in Mortgagor shall immediately reimburse the applicable Terms Agreement, the Bank will pay Mortgagee for all costs and expenses incident which the Mortgagee may incur by reason of, or arising out of, or in connection with: (a) any Event of Default; (b) any action or proceeding in which the Mortgagee may appear in or commence to protect, preserve, exercise or enforce their rights, remedies or security interests under this Mortgage, or under any document or instrument evidencing the Obligations secured by this Mortgage, or which otherwise relates to the Mortgaged Property, including all appeals therefrom; (c) the performance of its obligations any act authorized or permitted hereunder; and (d) the obligations exercise of any other rights or remedies under this Mortgage, or under any document or instrument evidencing the Obligations secured by this Mortgage, or otherwise relating to the protection of the Issuing Entity Mortgagee's rights and interest hereunder or under this Agreement and any document or instrument evidencing the applicable Terms AgreementObligations secured hereby, including, without limiting the generality of the foregoing, (i) all whether or not a suit or proceeding is instituted. Such costs and expenses incident to shall include, without limitation, the preparationfees, issuancecharges and expenses of attorneys, executionexpert witnesses, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparationof searching records, printing examining title and filing under the Act determining rights in, title to, or the Exchange Act of the Registration Statementvalue of, the Prospectus Mortgaged or the boundaries thereof, including title company charges, title insurance premiums, publication costs, and other charges incident thereto, all whether or not a suit or proceeding is instituted, provided that such reimbursable costs and expenses shall not include any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection by the Mortgagees as a result of its gross negligence or willful misconduct. Mortgagor agrees to and shall pay, immediately and without demand, all sums so expended by the Mortgagee, together with interest from the registration or qualification and determination date of eligibility for investment of expenditure, at the Notes highest interest rate then payable under the laws of such jurisdictions as documents and instruments evidencing the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements)Obligations, (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third partieswhich sums plus interest shall constitute additional indebtedness secured by this Mortgage.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.), (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants accountants, including, without limitation, any fees and disbursements incurred in connection with the delivery of any accountants’ or auditors’ reports, certifications or attestations under the Term Asset-Backed Securities Loan Facility of the Federal Reserve Bank of New York, and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 6 and in Sections 78, 9, 10 11 and 13 12 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Depositor or the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement Statement, the Preliminary Prospectus and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants accountants, and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 7 and in Sections 7, 9, 10 12 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its their counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in The Adviser shall bear the applicable Terms Agreement, the Bank will pay all costs and expenses incident of all personnel, facilities, equipment and supplies reasonably necessary to provide the performance of its obligations and services required to be provided by the obligations Adviser under this Agreement. The Fund shall pay all of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident associated with its operations and activities, except those expressly assumed by the Adviser under this Agreement, including but not limited to: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the preparationFund in connection with securities transactions to which the Fund is a party or in connection with securities owned by the Fund's Portfolios; (b) the fees, issuancecharges and expenses of any independent public accountants, executioncustodian, authentication depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and delivery legal counsel for the Fund; (c) the interest on indebtedness, if any, incurred by the Fund; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund to federal, state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the NotesFund and of its shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements; (f) the compensation and expenses of its independent Directors, and the compensation of any employees and officers of the Fund who are not employees of the Adviser or one of its affiliated companies and compensated as such; (iig) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs and costs, fees or other expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred arising in connection with the organization and filing of the Fund's Articles of Incorporation, including its initial registration or and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of eligibility its tax status and any rulings obtained for investment this purpose, the initial registration and qualification of the Notes its securities under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum state and the furnishing to Underwriters and dealers of copies approval of the Registration Statement and the Prospectus as herein provided, Fund's operations by any other federal or state authority; (vii) the reasonable expenses of repurchasing and redeeming shares of the Fund's Portfolios; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Fund's Portfolios; (l) extraordinary expenses, including fees and disbursements of the Bank’s counsel and accountantsFund counsel, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with litigation by or against the rating Fund; (m) premiums for the fidelity bond maintained by the Fund pursuant to Section 17(g) of the Notes, 1940 Act and rules promulgated thereunder (except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except premiums as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters may be allocated to third parties, as insured thereunder); (n) association and institute dues; (o) the expenses of distributing shares of the Fund but only if and to the extent permissible under a plan of distribution adopted by the Fund pursuant to Rule 12b-1 of the Investment Company Act of 1940; and (p) all fees paid by the Fund for administrative, recordkeeping, and sub-accounting services under the Administrative Services Agreement between the Fund and the Adviser dated August 1, 2000.

Payment of Costs and Expenses. Except as otherwise specified in To pay or cause to be paid the applicable Terms Agreement, the Bank will pay all following costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, hereunder: (i) all costs and expenses incident the Commission's filing fees with respect to the preparation, issuance, execution, authentication and delivery of the Publicly Registered Notes, ; (ii) all costs and expenses incident to fees of any rating agencies rating the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), Notes; (iii) all costs fees and expenses of the Indenture Trustee and the Owner Trustee; (iv) all reasonable fees and expenses of counsel to the Indenture Trustee; (v) all reasonable fees and expenses of counsel to the Owner Trustee; (vi) all fees and expenses of the independent accountants relating to the letter referred to in Section 6(a); (vii) all fees and expenses of accountants incurred in connection with the delivery of any accountants' or auditors' reports required pursuant to the Indenture or the Sale and Servicing Agreement; (viii) the cost of printing any preliminary and final prospectuses and any preliminary and final offering memoranda provided to investors (including any amendments and supplements thereto required within six months from the Closing Date pursuant to Section 5(f)) relating to the Notes and the Registration Statement; and (ix) any other fees and expenses incurred in connection with the registration or qualification and determination performance of eligibility for investment of its obligations hereunder. The Underwriters will pay the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all following costs and expenses related incident to any filing with the National Association performance of Securities Dealers, Inc., their obligations under this Agreement: (vi) all costs Blue Sky fees and expenses as well as reasonable fees and expenses of counsel in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture state securities law qualifications and any Blue Sky Memorandum legal investment surveys; and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (viii) the reasonable fees and disbursements expenses of counsel to the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expensesUnderwriters. It is understood that, except Except as specifically provided in Sections 7, 9, 10 this subsection (h) and 13 of this AgreementSection 10, the Underwriters will pay all of their own fees, costs and expenses (expenses, including the fees and disbursements cost of its counsel)printing any agreement among underwriters, transfer taxes on resale of the Underwritten Notes by the Underwriters, and any advertising expenses in connection with sales or any offers from that the Underwriters to third partiesmay make.

Payment of Costs and Expenses. Except as otherwise specified The New Borrower agrees to pay promptly, and in the applicable Terms Agreement, the Bank will pay all costs and expenses incident any event within thirty (30) days after written demand therefor to the performance extent incurred after the Closing Date, (a) any consents, amendments, waivers or other modifications of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreementother Loan Documents; (b) the reasonable and documented fees, including, without limiting the generality expenses and disbursements of the foregoing, (i) all costs and expenses incident counsel to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred Administrative Agent in connection with the registration administration of this Agreement and the other Loan Documents and any consents, amendments, waivers or qualification other modifications thereto and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate any other documents or matters in connection therewith; (including fees of counsel for the Underwriters and their disbursements), (ivc) all the actual costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs creating and expenses perfecting Liens in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies favor of the Registration Statement Administrative Agent, for the benefit of the Lenders pursuant hereto, including filing and the Prospectus as herein providedrecording fees, (vi) the reasonable fees search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Bank’s counsel Administrative Agent; (d) all the actual reasonable and accountantsdocumented costs and fees, (vii) the reasonable fees expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external (but no more than (i) one such firm for the accountants Administrative Agent and Lenders as a whole at such time as the Administrative Agent is an Affiliate of Silver Point or (viiiii) two such firms for the Administrative Agent and Lenders as a whole at such time as the Administrative Agent is not an Affiliate of Silver Point); (e) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, actual reasonable costs and expenses (including the fees fees, expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents in each case employed or retained by the Administrative Agent and its counsel), transfer taxes and any advertising expenses ) in connection with sales the custody or offers preservation of any of the Collateral; (f) all other actual reasonable costs and expenses incurred by the Administrative Agent in connection with the any consents, amendments, waivers or other modifications of this Agreement and the other Loan Documents and the transactions contemplated thereby; and (g) after the occurrence of a Default or an Event of Default, all reasonable costs and expenses, including reasonable attorneys’ fees and expenses and costs of settlement, incurred by the Administrative Agent and the Required Lenders in enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the Underwriters other Loan Documents by reason of such Default or Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of any Subsidiary Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out” or pursuant to third partiesany insolvency or bankruptcy cases or proceedings.

Payment of Costs and Expenses. Except as otherwise specified in The Adviser shall bear the applicable Terms Agreement, the Bank will pay all costs and expenses incident of all personnel, facilities, equipment and supplies reasonably necessary to provide the performance of its obligations and services required to be provided by the obligations Adviser under this Agreement. The Company shall pay all of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident associated with its operations and activities, except those expressly assumed by the Adviser under this Agreement, including but not limited to: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the preparationCompany in connection with securities transactions to which the Company is a party or in connection with securities owned by the Company's Funds; (b) the fees, issuancecharges and expenses of any independent public accountants, executioncustodian, authentication depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and delivery legal counsel for the Company; (c) the interest on indebtedness, if any, incurred by the Company; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Company to federal, state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the NotesCompany and of its shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements; (f) the compensation and expenses of its independent Directors, and the compensation of any employees and officers of the Company who are not employees of the Adviser or one of its affiliated companies and compensated as such; (iig) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Company's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs and costs, fees or other expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred arising in connection with the organization and filing of the Company's Articles of Incorporation, including its initial registration or and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of eligibility its tax status and any rulings obtained for investment this purpose, the initial registration and qualification of the Notes its securities under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum state and the furnishing to Underwriters and dealers of copies approval of the Registration Statement and the Prospectus as herein providedCompany's operations by any other federal, state, or foreign authority; (vii) the reasonable expenses of repurchasing and redeeming shares of the Company's Funds; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Company's Funds; (l) extraordinary expenses, including fees and disbursements of the Bank’s counsel and accountantsCompany counsel, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with litigation by or against the rating Company; (m) premiums for the fidelity bond maintained by the Company pursuant to Section 17(g) of the Notes, 1940 Act and rules promulgated thereunder (except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except premiums as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters may be allocated to third parties, as insured thereunder); (n) association and institute dues; (o) the expenses of distributing shares of the Company but only if and to the extent permissible under a plan of distribution adopted by the Company pursuant to Rule 12b-1 of the Investment Company Act of 1940; and (p) all fees paid by the Company for administrative, recordkeeping, and sub-accounting services under the Administrative Services Agreement between the Company and the Adviser dated August 1, 2000.

Payment of Costs and Expenses. Except as otherwise specified in To pay or cause to be paid the applicable Terms Agreement, the Bank will pay all following costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, hereunder: (i) all costs and expenses incident the Commission's filing fees with respect to the preparation, issuance, execution, authentication and delivery of the Publicly Registered Notes, ; (ii) all costs and expenses incident to fees of any rating agencies rating the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), Notes; (iii) all costs fees and expenses of the Indenture Trustee and the Owner Trustee; (iv) all reasonable fees and expenses of counsel to the Indenture Trustee; (v) all reasonable fees and expenses of counsel to the Owner Trustee; (vi) all fees and expenses of the independent accountants relating to the letter referred to in Section 6(a); (vii) all fees and expenses of accountants incurred in connection with the delivery of any accountants' or auditors' reports required pursuant to the Indenture or the Sale and Servicing Agreement; (viii) the cost of printing any preliminary and final prospectuses provided to investors (including any amendments and supplements thereto required within six months from the Closing Date pursuant to Section 5(f)) relating to the Publicly Registered Notes and the Registration Statement; and (ix) any other fees and expenses incurred in connection with the registration or qualification and determination performance of eligibility for investment of its obligations hereunder. The Underwriters will pay the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all following costs and expenses related incident to any filing with the National Association performance of Securities Dealers, Inc., their obligations under this Agreement: (vi) all costs Blue Sky fees and expenses as well as reasonable fees and expenses of counsel in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture state securities law qualifications and any Blue Sky Memorandum legal investment surveys; and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (viii) the reasonable fees and disbursements expenses of counsel to the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expensesUnderwriters. It is understood that, except Except as specifically provided in Sections 7, 9, 10 this subsection (h) and 13 of this AgreementSection 10, the Underwriters will pay all of their own fees, costs and expenses (expenses, including the fees and disbursements cost of its counsel)printing any agreement among underwriters, transfer taxes on resale of the Publicly Registered Notes by the Underwriters, and any advertising expenses in connection with sales or any offers from that the Underwriters to third partiesmay make.

Payment of Costs and Expenses. Except as otherwise specified in Mortgagor shall immediately reimburse the applicable Terms Agreement, the Bank will pay Mortgagee for all costs and expenses incident which the Mortgagee may incur by reason of, or arising out of, or in connection with: (a) any Event of Default; (b) any action or proceeding in which the Mortgagee may appear in or commence to protect, preserve, exercise or enforce their rights, remedies or security interests under this Mortgage, or under any document or instrument evidencing the Obligations secured by this Mortgage, or which otherwise relates to the Mortgaged Property, including all appeals therefrom; (c) the performance of its obligations any act authorized or permitted hereunder; and (d) the obligations exercise of any other rights or remedies under this Mortgage, or under any document or instrument evidencing the Obligations secured by this Mortgage, or otherwise relating to the protection of the Issuing Entity Mortgagee's rights and interest hereunder or under this Agreement and any document or instrument evidencing the applicable Terms AgreementObligations secured hereby, including, without limiting the generality of the foregoing, (i) all whether or not a suit or proceeding is instituted. Such costs and expenses incident to shall include, without limitation, the preparationfees, issuancecharges and expenses of attorneys, executionexpert witnesses, authentication and delivery of the Notes, (ii) all costs and expenses incident to of searching records, examining title and determining rights in, title to, or the; Value of, the preparation, printing and filing under the Act Mortgaged or the Exchange Act of the Registration Statementboundaries thereof, the Prospectus including title company charges, title insurance premiums, publication costs, and other charges incident thereto, all whether or not a suit or proceeding is instituted, provided that such reimbursable costs and expenses shall not include any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection by the Mortgagees as a result of its gross negligence or willful misconduct. Mortgagor agrees to and shall pay, immediately and without demand, all sums so expended by the Mortgagee, together with interest from the registration or qualification and determination date of eligibility for investment of expenditure, at the Notes highest interest rate then payable under the laws of such jurisdictions as documents and instruments evidencing the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements)Obligations, (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third partieswhich sums plus interest shall constitute additional indebtedness secured by this Mortgage.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all (a) All costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication sale and delivery of the NotesBonds to the Underwriter shall be payable by the Authority from the proceeds of the Bonds, including, but not limited to: (i) the fees and expenses of the City, its counsel and consultants; (ii) all costs the fees and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration StatementAuthority, the Prospectus its counsel and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), consultants; (iii) all costs the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), Bond Counsel; (iv) all costs the fees and expenses related to any filing with the National Association of Securities Dealers, Inc., Disclosure Counsel; (v) the fees and expenses of CSG Advisors Incorporated, the City’s municipal advisor; (vi) all costs and expenses in connection with the preparation and printing of the Bonds; (including word processing and duplication costsvii) all expenses in connection with the preparation, printing, distribution and delivery of this Agreementthe Preliminary Official Statement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture Official Statement and any Blue Sky Memorandum amendment or supplement thereto; (viii) the initial fees and the furnishing to Underwriters and dealers of copies expenses of the Registration Statement and the Prospectus as herein providedTrustee, (vi) including the reasonable fees and disbursements expenses of the Bank’s counsel and accountants, its counsel; (viiix) the reasonable fees and disbursements expenses of any rating agency rating the accountants Bonds; and (viiix) any credit enhancement costs for the Bonds. (b) The Underwriter shall pay all costs and expenses payable to each Note Rating Agency incurred by it in connection with the rating public offering and distribution of the NotesBonds including, except that but not limited to: (i) all advertising expenses in connection with the Underwriters agree to reimburse offering of the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses Bonds; (including ii) the fees and disbursements of its Underwriter’s counsel), transfer taxes if any, and any advertising (iii) all out-of-pocket disbursements and expenses incurred by the Underwriter in connection with sales the offering and distribution of the Bonds, including, air travel and hotel accommodations in connection with the pricing of the Bonds; investor meetings, rating agency trips and meetings; the Closing; meals and transportation for the City, the Underwriter and other working group personnel during rating agency, investor meetings; pricing and Closing trips; expenses related to attending working group meetings, such as parking, meals and transportation and any other miscellaneous costs associated with the Closing; (iv) all other expenses incurred by the Underwriter in connection with the public offering and distribution of Bonds, except as provided in (a) above or offers from as otherwise agreed to by the Underwriters to third partiesUnderwriter and the City, and (v) the fees of the California Debt and Investment Advisory Commission.

Payment of Costs and Expenses. Except as otherwise specified in To pay or cause to be paid the applicable Terms Agreement, the Bank will pay all following costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, hereunder: (i) all costs and expenses incident the Commission’s filing fees with respect to the preparation, issuance, execution, authentication and delivery of the Notes, ; (ii) all costs and expenses incident to fees of any rating agencies rating the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), Notes; (iii) all costs fees and expenses of the Indenture Trustee, the Delaware Trustee and the Owner Trustee; (iv) all reasonable fees and expenses of counsel to the Indenture Trustee; (v) all reasonable fees and expenses of counsel to the Owner Trustee; (vi) all reasonable fees and expenses of counsel to the Delaware Trustee; (vii) all fees and expenses of the independent accountants relating to the letter referred to in Section 6(a); (viii) all fees and expenses of accountants incurred in connection with the delivery of any accountants’ or auditors’ reports required pursuant to the Indenture or the Transfer and Servicing Agreement; (ix) the cost of printing any preliminary and final prospectuses provided to investors (including any amendments and supplements thereto required within six months from the Closing Date pursuant to Section 5(f)) relating to the Notes and the Registration Statement; and (x) any other fees and expenses incurred in connection with the registration or qualification and determination performance of eligibility for investment of its obligations hereunder. The Underwriters will pay the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all following costs and expenses related incident to any filing with the National Association performance of Securities Dealers, Inc., their obligations under this Agreement: (vi) all costs Blue Sky fees and expenses as well as reasonable fees and expenses of counsel in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture state securities law qualifications and any Blue Sky Memorandum legal investment surveys; and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (viii) the reasonable fees and disbursements expenses of counsel to the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expensesUnderwriters. It is understood that, except Except as specifically provided in Sections 7, 9, 10 this subsection (i) and 13 of this AgreementSection 10, the Underwriters will pay all of their own fees, costs and expenses (expenses, including the fees and disbursements cost of its counsel)printing any agreement among underwriters, transfer taxes on resale of the Notes by the Underwriters, and any advertising expenses in connection with sales or any offers from that the Underwriters to third partiesmay make.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank (a) The Issuer shall bear and will pay for or reimburse the Sole Issue Manager, Sole Lead Underwriter and Sole Bookrunner within five (5) Business Days upon request for all reasonable and properly documented out-of-pocket costs and expenses incident to expenses, which the performance of its obligations Sole Issue Manager, Sole Lead Underwriter and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred Sole Bookrunner may incur in connection with the registration Offer including all legal and other professional fees and expenses and all traveling, printing, communication, postage, publishing, advertising and other promotional expenses, documentary stamp tax, in all cases whether or qualification not definitive documentation for the Offer is signed or the Offer is closed. Such expenses shall be in addition to any direct expenses incurred by the Issuer in connection with the proposed Offer, including without limitation, fees payable to the Registrar, the Paying Agent, the Trustee, fees and determination of eligibility for investment disbursements of the Notes under Issuer’s counsel, fees payable to auditors, accountants and any other advisors, fees payable in conjunction with the laws rating of such jurisdictions as the Underwriters may designate (including Issuer, and fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing in conjunction with the National Association listing of Securities Dealersthe Bonds in a fixed income exchange, Inc.and registration of the Bonds with the SEC, and any other expenses incurred directly by the Issuer. (vb) The Issuer shall pay all aforementioned costs and expenses in connection with the printing (including word processing Offer that may be advanced by the Sole Issue Manager, Sole Lead Underwriter and duplication costs) Sole Bookrunner as provided in this Section. The Sole Issue Manager, Sole Lead Underwriter and delivery Sole Bookrunner shall deliver to the Issuer a statement of account and properly documented receipts detailing the expenses not withheld by virtue of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing Section to Underwriters and dealers of copies be reimbursed not later than five (5) Business Days from receipt of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements statement of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third partiesaccount.

Payment of Costs and Expenses. Except as otherwise specified in The Adviser shall bear the applicable Terms Agreement, the Bank will pay all costs and expenses incident of all personnel, facilities, equipment and supplies reasonably necessary to provide the performance of its obligations and services required to be provided by the obligations Adviser under this Agreement. The Company shall pay all of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident associated with its operations and activities, except those expressly assumed by the Adviser under this Agreement, including but not limited to: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the preparationCompany in connection with securities transactions to which the Company is a party or in connection with securities owned by the Company's Funds; (b) the fees, issuancecharges and expenses of any independent public accountants, executioncustodian, authentication depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and delivery legal counsel for the Company; (c) the interest on indebtedness, if any, incurred by the Company; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Company to federal, state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the NotesCompany and of its shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements; (f) the compensation and expenses of its independent Directors, and the compensation of any employees and officers of the Company who are not employees of the Adviser or one of its affiliated companies and compensated as such; (iig) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Company's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs and costs, fees or other expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred arising in connection with the organization and filing of the Company's Articles of Incorporation, including its initial registration or and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of eligibility its tax status and any rulings obtained for investment this purpose, the initial registration and qualification of the Notes its securities under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum state and the furnishing to Underwriters and dealers of copies approval of the Registration Statement and the Prospectus as herein providedCompany's operations by any other federal, state, or foreign authority; (vii) the reasonable expenses of repurchasing and redeeming shares of the Company's Funds; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Company's Funds; (l) extraordinary expenses, including fees and disbursements of the Bank’s counsel and accountantsCompany counsel, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with litigation by or against the rating Company; (m) premiums for the fidelity bond maintained by the Company pursuant to Section 17(g) of the Notes, 1940 Act and rules promulgated thereunder (except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except premiums as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters may be allocated to third parties, as insured thereunder); (n) association and institute dues; (o) the expenses of distributing shares of the Company but only if and to the extent permissible under a plan of distribution adopted by the Company pursuant to Rule 12b-1 of the Investment Company Act of 1940; and (p) all fees paid by the Company for administrative, recordkeeping, and sub-accounting services under the Administrative Services Agreement between the Company and the Adviser dated August 1, 2001.

Payment of Costs and Expenses. Except as otherwise specified in To pay or cause to be paid the applicable Terms Agreement, the Bank will pay all following costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, hereunder: (i) the Commission's filing fees with respect to the Publicly Registered Notes; (ii) all fees of any rating agencies rating the Notes; (iii) all fees and expenses of the Indenture Trustee and the Owner Trustee; (iv) all reasonable fees and expenses of counsel to the Indenture Trustee; (v) all reasonable fees and expenses of counsel to the Owner Trustee; (vi) all fees and expenses of the independent accountants relating to the letter referred to in Section 6(a); (vii) all fees and expenses of accountants incurred in connection with the delivery of any accountants' or auditors' reports required pursuant to the Indenture or the Sale and Servicing Agreement; (viii) the cost of printing any preliminary and final prospectuses provided to investors (including any amendments and supplements thereto required within six months from the Closing Date pursuant to Section The Underwriters will pay the following costs and expenses incident to the preparation, issuance, execution, authentication and delivery performance of the Notes, their obligations under this Agreement: (iii) all costs Blue Sky fees and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs as well as reasonable fees and expenses incurred of counsel in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture state securities law qualifications and any Blue Sky Memorandum legal investment surveys; and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (viii) the reasonable fees and disbursements expenses of counsel to the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expensesUnderwriters. It is understood that, except Except as specifically provided in Sections 7, 9, 10 this subsection (h) and 13 of this AgreementSection 10, the Underwriters will pay all of their own fees, costs and expenses (expenses, including the fees and disbursements cost of its counsel)printing any agreement among underwriters, transfer taxes on resale of the Publicly Registered Notes by the Underwriters, and any advertising expenses in connection with sales or any offers from that the Underwriters to third partiesmay make.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.), (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section6 and in Sections 78, 9, 10 11 and 13 12 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Issuing Entity Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters Underwriter may designate (including fees of counsel for the Underwriters Underwriter and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters Underwriter and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree Underwriter agrees to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters Underwriter will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters Underwriter to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all (a) All costs and expenses incident to the performance of its obligations sale and the obligations delivery of the Issuing Entity under this Agreement and Bonds to the applicable Terms AgreementUnderwriter shall be payable by the Authority from the proceeds of the Bonds, including, without limiting the generality of the foregoing, but not limited to: (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and advertising expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies offering of the Registration Statement Bonds; (ii) meals and travel expenses of the Prospectus as herein providedCity and Authority paid for by the Underwriter, but not entertainment expenses; (iii) the fees and expenses of the City, its counsel, financial advisor and consultants; (iv) the fees and expenses of the Authority, its counsel and consultants; (v) the fees and expenses of Bond Counsel; (vi) the reasonable fees and disbursements expenses of the Bank’s counsel and accountants, Disclosure Counsel; (vii) all expenses in connection with the preparation and printing of the Bonds; (viii) all expenses in connection with the preparation, printing, distribution and delivery of the Preliminary Official Statement, the Official Statement and any amendment or supplement thereto; (ix) the initial fees and expenses of the Trustee, including the reasonable fees and disbursements expenses of the accountants its counsel; and (viiix) all costs the fees and expenses payable to each Note Rating Agency of any rating agency rating the Bonds. (b) The Underwriter shall pay all expenses incurred by them in connection with the rating public offering and distribution of the NotesBonds including, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses but not limited to: (including i) the fees and disbursements of its counsel)Underwriter’s Counsel, transfer taxes and any advertising (ii) all out-of-pocket disbursements and expenses incurred by the Underwriter in connection with sales the offering and distribution of the Bonds, including, air travel and hotel accommodations in connection with the pricing of the Bonds; investor meetings, rating agency trips and meetings; the Closing; meals and transportation for the Underwriter during rating agency, investor meetings; pricing and Closing trips; expenses of the Underwriter related to attending working group meetings, such as parking, meals and transportation and any other miscellaneous costs associated with the Closing; (iii) all other expenses incurred by the Underwriter in connection with the public offering and distribution of Bonds, except as provided in (a) above or offers from as otherwise agreed to by the Underwriters Underwriter, the Authority and the City; and (iv) the fees of the California Debt and Investment Advisory Commission. The Authority and the City acknowledge that they have had an opportunity, in consultation with such advisors as they may deem appropriate, if any, to third partiesevaluate and consider the fees and expenses being incurred as part of the issuance of the Bonds.

Payment of Costs and Expenses. Except as otherwise specified in Each Borrower, jointly and severally, agrees (a) to pay or reimburse the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations Administrative Agent and the obligations of the Issuing Entity under this Agreement Lead Arranger for all its reasonable and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all documented out-of-pocket costs and expenses incurred in connection with the registration syndication of the Facilities and the development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or qualification modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of one firm of counsel to the -237- USActive 56005294.16 -237-56005294.24 Administrative Agent and the Lead Arranger, one regulatory counsel to the Administrative Agent and the Lead Arranger and a single firm of local counsel in each applicable jurisdiction, (b) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, the Administrative Agent and the Lead Arranger, for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the documented fees and disbursements of counsel to each Lender, the Lead Arranger, the Swing Line Lender and each Issuing Lender and of counsel to the Administrative Agent, (c) to pay or reimburse the Administrative Agent and the Lead Arranger for their documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9, and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the Administrative Agent (including the fees and expenses of Cadwalader, Xxxxxxxxxx & Xxxx LLP and Fasken Xxxxxxxxx DuMoulin LLP), (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, the Administrative Agent and the Lead Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrowers have otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of eligibility for investment whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders, the Administrative Agent and the Arrangers, and each of the Notes under the laws their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of such jurisdictions as the Underwriters may designate any kind or nature whatsoever (including the reasonable and documented fees and expenses of one firm of counsel for all Indemnitees, taken as a whole, and if necessary, one regulatory counsel and a single firm of local counsel in each appropriate jurisdiction for all Indemnitees, taken as a whole (and in the case of an actual or perceived conflict of interest, by another firm of counsel for the Underwriters affected Indemnitee)) other than Taxes (as to which Section 4.10 and their disbursements)Section 4.11 shall govern) with respect to the execution, (iv) all costs delivery, enforcement, performance and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery administration of this Agreement, the other Loan Documents, and any such other documents or the use or proposed use of proceeds of the Facilities, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable Terms Agreementto the operations of the Loan Parties and any of their Subsidiaries, or any of the Properties, or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (e), collectively, the FUSA Pooling and Servicing Agreement“Indemnified Liabilities”); provided that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (x) are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the Chase Pooling and Servicing Agreementbad faith, the Indenture and gross negligence or willful misconduct of such Indemnitee or any Blue Sky Memorandum and the furnishing Related Person thereof, (y) are found by a final, non-appealable judgment of a court of competent jurisdiction to Underwriters and dealers of copies have resulted from any material breach of the Registration Statement and the Prospectus as herein provided, obligations of such Indemnitee or any Related Person thereof or (viz) the reasonable fees and disbursements of the Bank’s counsel and accountants, result from any proceeding that is solely among Indemnitees (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and other than any advertising expenses in connection with sales or offers from the Underwriters to third parties.proceeding against

Payment of Costs and Expenses. Except as otherwise specified Each Borrower agrees, jointly and severally, to pay promptly, and in the applicable Terms Agreement, the Bank will pay all costs and expenses incident any event within thirty (30) days after written demand therefor to the performance extent incurred after the Closing Date, (a) any consents, amendments, waivers or other modifications of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreementother Loan Documents; (b) the reasonable and documented fees, including, without limiting the generality expenses and disbursements of the foregoing, (i) all costs and expenses incident counsel to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred Administrative Agent in connection with the registration administration of this Agreement and the other Loan Documents and any consents, amendments, waivers or qualification other modifications thereto and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate any other documents or matters in connection therewith; (including fees of counsel for the Underwriters and their disbursements), (ivc) all the actual costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs creating and expenses perfecting Liens in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies favor of the Registration Statement Collateral Agent, for the benefit of the Lenders pursuant hereto, including filing and the Prospectus as herein providedrecording fees, (vi) the reasonable fees search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Bank’s counsel Administrative Agent; (d) all the actual reasonable and accountantsdocumented costs and fees, (vii) the reasonable fees expenses and disbursements of the accountants and any auditors, accountants, consultants or appraisers whether internal or external; (viiie) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, actual reasonable costs and expenses (including the fees fees, expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents in each case employed or retained by the Administrative Agent and its counsel), transfer taxes and any advertising expenses ) in connection with sales the custody or offers preservation of any of the Collateral; (f) all other actual reasonable costs and expenses incurred by the Administrative Agent in connection with the any consents, amendments, waivers or other modifications of this Agreement and the other Loan Documents and the transactions contemplated thereby; and (g) after the occurrence of a Default or an Event of Default, all reasonable costs and expenses, including reasonable attorneys’ fees and expenses and costs of settlement, incurred by the Administrative Agent and the Required Lenders in enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the Underwriters other Loan Documents by reason of such Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of any Subsidiary Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out” or pursuant to third partiesany insolvency or bankruptcy cases or proceedings.

Payment of Costs and Expenses. Except as otherwise specified in The Adviser shall bear the applicable Terms Agreement, the Bank will pay all costs and expenses incident of all personnel, facilities, equipment and supplies reasonably necessary to provide the performance of its obligations and services required to be provided by the obligations Adviser under this Agreement. The Fund shall pay all of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident associated with its operations and activities, except those expressly assumed by the Adviser under this Agreement, including but not limited to: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the preparationFund in connection with securities transactions to which the Fund is a party or in connection with securities owned by the Fund's Portfolios; (b) the fees, issuancecharges and expenses of any independent public accountants, executioncustodian, authentication depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and delivery legal counsel for the Fund; (c) the interest on indebtedness, if any, incurred by the Fund; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund to federal, state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the NotesFund and of its shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements; (f) the compensation and expenses of its independent Directors, and the compensation of any employees and officers of the Fund who are not employees of the Adviser or one of its affiliated companies and compensated as such; (iig) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs and costs, fees or other expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred arising in connection with the organization and filing of the Fund's Articles of Incorporation, including its initial registration or and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of eligibility its tax status and any rulings obtained for investment this purpose, the initial registration and qualification of the Notes its securities under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum state and the furnishing to Underwriters and dealers of copies approval of the Registration Statement and the Prospectus as herein provided, Fund's operations by any other federal or state authority; (vii) the reasonable expenses of repurchasing and redeeming shares of the Fund's Portfolios; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Fund's Portfolios; (l) extraordinary expenses, including fees and disbursements of the Bank’s counsel and accountantsFund counsel, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with litigation by or against the rating Fund; (m) premiums for the fidelity bond maintained by the Fund pursuant to Section 17(g) of the Notes, 1940 Act and rules promulgated thereunder (except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except premiums as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters may be allocated to third parties, as insured thereunder); (n) association and institute dues; (o) the expenses of distributing shares of the Fund but only if and to the extent permissible under a plan of distribution adopted by the Fund pursuant to Rule 12b-1 of the Investment Company Act of 1940; and (p) all fees paid by the Fund for administrative, recordkeeping, and sub-accounting services under the Administrative Services Agreement between the Fund and the Adviser dated April 30, 1991.

Payment of Costs and Expenses. Except (i) The Issuer and the Originator, jointly and severally, agree to reimburse each Note Purchaser from time to time promptly upon demand for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable legal fees and expenses of the Note Purchasers, consulting and audit fees, and printing, reproduction, document delivery, travel, communication and related costs) incurred in connection with the preparation, review, negotiation, execution and delivery of the Basic Documents (including schedules and exhibits) and the amendment, modification or waiver thereof (or any proposed amendment, modification or waiver), whether or not the Closing Date occurs or any Basic Document is executed and delivered or any Advances are made by the Note Purchaser. . (ii) The Originator agrees to (A) pay upon demand all reasonable costs and out-of-pocket expenses incurred by the Note Purchaser as otherwise specified a consequence of, or in the applicable Terms Agreementconnection with, the Bank will pay enforcement of this Agreement or any of the other Basic Documents (including, without limitation, all costs and out-of-pocket expenses incident to the performance of its obligations any due diligence by RSM McGladrey and fees charged by the obligations Rating Agencies for the rating of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (iNote) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibitsstamp, amendments and supplements thereto), (iii) all costs and expenses incurred documentary or other similar taxes which may be payable by the Note Purchaser in connection with the registration execution or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, any Advance hereunder, or the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies issuance of the Registration Statement Note or any other Basic Documents; and (B) hold and save the Prospectus as herein provided, (vi) Note Purchaser harmless from all liability for any breach by the Issuer of its obligations under this Agreement. The Originator also further agrees to reimburse the Note Purchaser upon demand for all reasonable out-of-pocket and legal fees and disbursements of expenses incurred by the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency Purchaser in connection with any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Basic Document, or the rating negotiation of the Notesany restructuring or “work-out,” as may from time to time hereafter be proposed, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales whether or offers from the Underwriters to third partiesnot consummated.

Payment of Costs and Expenses. Except as otherwise specified in To pay or cause to be paid the applicable Terms Agreement, the Bank will pay all following costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, hereunder: (i) all costs and expenses incident the Commission's filing fees with respect to the preparation, issuance, execution, authentication and delivery of the Publicly Registered Notes, ; (ii) all costs and expenses incident to fees of any rating agencies rating the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), Notes; (iii) all costs fees and expenses of the Indenture Trustee and the Owner Trustee; (iv) all reasonable fees and expenses of counsel to the Indenture Trustee; (v) all reasonable fees and expenses of counsel to the Owner Trustee; (vi) all fees and expenses of the independent accountants relating to the letters referred to in Sections 6(a) and 6(t); (vii) all fees and expenses of accountants incurred in connection with the delivery of any accountants' or auditors' reports required pursuant to the Indenture or the Sale and Servicing Agreement or under TALF; (viii) the cost of printing any preliminary and final prospectuses provided to investors (including any amendments and supplements thereto required within six months from the Closing Date pursuant to Section 5(f)) relating to the Publicly Registered Notes and the Registration Statement; and (ix) any other fees and expenses incurred in connection with the registration or qualification and determination performance of eligibility for investment of its obligations hereunder. The Underwriters will pay the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all following costs and expenses related incident to any filing with the National Association performance of Securities Dealers, Inc., their obligations under this Agreement: (vi) all costs Blue Sky fees and expenses as well as reasonable fees and expenses of counsel in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture state securities law qualifications and any Blue Sky Memorandum legal investment surveys; and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (viii) the reasonable fees and disbursements expenses of counsel to the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expensesUnderwriters. It is understood that, except Except as specifically provided in Sections 7, 9, 10 this subsection (h) and 13 of this AgreementSection 10, the Underwriters will pay all of their own fees, costs and expenses (expenses, including the fees and disbursements cost of its counsel)printing any agreement among underwriters, transfer taxes on resale of the Publicly Registered Notes by the Underwriters, and any advertising expenses in connection with sales or any offers from that the Underwriters to third partiesmay make.

Payment of Costs and Expenses. Except as otherwise specified in (a) The Sponsor will be responsible for all expenses related to the applicable Terms AgreementConversion and ordinary administrative and overhead expenses of managing the Trust, including compensation of employees of the Sponsor and payment of rent, custody charges (“Custody Charge”) or flat rate fees for holding the Trust’s assets charged by the Custodian and customary fees and expenses of the Trustee, Administrator and Auditor (including costs incurred for appraisal or valuation expenses associated with the preparation of the Trust’s financial statements, tax returns and other similar reports and excluding indemnification and extraordinary costs) (collectively, the Bank will pay “Sponsor Expenses”). (b) The Sponsor may on behalf of the Trust incur any and all costs and expenses incident to the performance of its obligations and expend any sums and take any actions deemed by it to be necessary to conduct the obligations of Trust’s operations or to protect the Issuing Entity under this Agreement and the applicable Terms AgreementTrust Estate, including, without limiting limitation, selecting and engaging the generality Administrator, the Custodian, attorneys, accountants, securities brokers, consultants, placement agents or such other Persons on such terms and for such compensation as the Sponsor may deem necessary or advisable and incurring such other capital, operating, financing or other expenses on behalf of the Trust as the Sponsor may, in its discretion, deem necessary or appropriate for the conduct of Trust affairs, and all of such costs and expenses shall, in the discretion of the Sponsor, be reimbursed to the Sponsor, if applicable, by the Trust. (c) Organizational costs of the Trust and the costs incurred in connection with the initial issuance of Shares, organizational and start-up expenses, including legal, consulting, filing and accounting fees, document production and printing costs in connection with the offering of Shares and other activities of the Trust, federal and state filing fees, and other related expenses, will be expenses of the Trust (collectively, “Organizational Expenses”). The Sponsor may elect to amortize the Trust’s organizational expenses for payments by the Trust for up to a five-year period. (d) In addition to the expenses set forth in Sections 5.03(a) and 5.03(c) above, the Trust shall pay, whether directly or through reimbursement of the Sponsor or any affiliate of any of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and other expenses incurred in connection with its operation, issuance of Shares, and investment activities, or any other expense incurred with respect to Trust activities, including, without limitation, brokerage commissions and other transaction costs, Management Fee, fees of any valuation agents and any other third party service providers (other than fees payable to any placement agent), clearing and settlement charges, custodial fees (other than the registration Custody Charge), margin and interest expense and commitment fees on debit balances or qualification borrowings, consulting, expenses associated with the acquisition, holding, and determination disposition of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate investments (including fees of counsel for the Underwriters legal and their disbursements)other professional fees) whether or not consummated, (iv) all costs portfolio tracking software, travel and expenses related to expenses, any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, non-customary costs and expenses (including indemnification and extraordinary costs) of the Administrator and Auditor, costs and expenses of other professionals providing services to the Trust, including legal, audit, custody, accounting, tax and administration excluded from Sponsor Expenses, Organizational Expenses, expenses related to the offer and sale of the Shares, including, but not limited to, reasonable travel expenses related thereto, costs of any liability insurance, including premiums for directors’ and officers’ and errors and omissions liability insurance, costs of any litigation or investigation involving Trust activities, workout and restructuring and indemnification expenses, regulatory costs, employee compensation and benefit costs for any employees of the Trust, any entity level taxes, regulatory filing fees and disbursements of its counsel)compliance costs (including, transfer taxes and any advertising expenses without limitation, costs incurred in connection with sales the preparation of Securities Act registration forms, Exchange Act registration and reporting forms, Investment Company Act registration and reporting forms, Form PF, Form CPO-PQR, Form D and other regulatory filings, if any), license fees, costs of reporting and providing information to Shareholders, and any extraordinary expenses, if any (collectively, “Trust Expenses”). The Sponsor may cause some or offers from all of the Underwriters Trust Expenses to third partiesbe paid using “soft dollars” (i.e., paid by securities brokerage firms in recognition of commissions or other compensation (including markups and markdowns on principal transactions with market makers) paid on securities transactions that the Trust executes through those firms). The Sponsor may (but is not obligated to) reimburse the Trust for Trust Expenses in its sole discretion. The Sponsor may (but is not obligated to), in its sole discretion, reimburse the Trust for any expenses or costs of the Trust.

Payment of Costs and Expenses. Except as otherwise specified in The Borrower shall pay to the applicable Terms Agreement, Administrative Agent and the Bank will pay Lenders within ten days of provision of an invoice for the same (or on demand following a Default or Event of Default that is continuing) all reasonable and documented costs and expenses incident to of the performance of its obligations Administrative Agent and the obligations Lenders and their agents, counsel, and any receiver or receiver-manager appointed by them or by a court (including, without limitation, all reasonable fees, expenses and disbursements of the Issuing Entity under legal counsel) in connection with this Agreement and the applicable Terms Agreementother Key Transaction Agreements, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to limitation: 3.9.1 the preparation, issuancenegotiation, execution, authentication and delivery completion of the Notes, (ii) Key Transaction Agreements or any actual or proposed amendment or modification thereof or any waiver thereunder and all costs and expenses incident to the preparation, printing and filing under the Act instruments supplemental or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements ancillary thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own ; 3.9.2 fees, costs and expenses of the Lenders incurred in respect of due diligence provided that the Lenders will use all reasonable efforts to keep the fees, costs and expenses described in this Section 3.9.2 to a minimum and further provided the aggregate amount of such costs, fees and expenses for the Initial Lender’s mining and other technical consultants in connection with its due diligence in connection with the preparation, negotiation and completion of the Key Transaction Agreements shall not exceed $[REDACTED – Commercially Sensitive Information.] without the Borrower’s prior written consent; 3.9.3 the appointment and engagement of the Collateral Agents; 3.9.4 the registration, maintenance and/or discharge of any of the Security in any public record office; 3.9.5 obtaining advice as to the Administrative Agent’s, Collateral Agents’ or the Lenders’ rights and responsibilities under this Agreement or the other Key Transaction Agreements; and 3.9.6 all costs and expenses of the Administrative Agent, the Collateral Agents and the Lenders and their agents, counsel, and any receiver or receiver-manager appointed by them or by a court (including the fees including, without limitation, all fees, expenses and disbursements of its legal counsel), transfer taxes and any advertising expenses ) in connection with sales the defence, establishment, protection or offers from enforcement of any of the Underwriters to third partiesrights or remedies of the Lenders under this Agreement or any of the other Key Transaction Agreements, including, without limitation, all costs and expenses of establishing the validity and enforceability of, or of collection of amounts owing under, any of the Security Documents or any enforcement of the Security.

Payment of Costs and Expenses. Except as otherwise specified in The Adviser shall bear the applicable Terms Agreement, the Bank will pay all costs and expenses incident of all personnel, facilities, equipment and supplies reasonably necessary to provide the performance of its obligations and services required to be provided by the obligations Adviser under this Agreement. The Company shall pay all of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident associated with its operations and activities, except those expressly assumed by the Adviser under this Agreement, including but not limited to: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the preparationCompany in connection with securities transactions to which the Company is a party or in connection with securities owned by the Company's Funds; (b) the fees, issuancecharges and expenses of any independent public accountants, executioncustodian, authentication depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and delivery legal counsel for the Company; (c) the interest on indebtedness, if any, incurred by the Company; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Company to federal, state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the NotesCompany and of its shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements; (f) the compensation and expenses of its independent Directors, and the compensation of any employees and officers of the Company who are not employees of the Adviser or one of its affiliated companies and compensated as such; (iig) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Company's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs and costs, fees or other expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred arising in connection with the organization and filing of the Company's Articles of Incorporation, including its initial registration or and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of eligibility its tax status and any rulings obtained for investment this purpose, the initial registration and qualification of the Notes its securities under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum state and the furnishing to Underwriters and dealers of copies approval of the Registration Statement and the Prospectus as herein providedCompany's operations by any other federal, state, or foreign authority; (vii) the reasonable expenses of repurchasing and redeeming shares of the Company's Funds; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Company's Funds; (l) extraordinary expenses, including fees and disbursements of the Bank’s counsel and accountantsCompany counsel, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with litigation by or against the rating Company; (m) premiums for the fidelity bond maintained by the Company pursuant to Section 17(g) of the Notes, 1940 Act and rules promulgated thereunder (except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except premiums as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters may be allocated to third parties, as insured thereunder); (n) association and institute dues; (o) the expenses of distributing shares of the Company but only if and to the extent permissible under a plan of distribution adopted by the Company pursuant to Rule 12b-1 of the 1940 Act; and (p) all fees paid by the Company for administrative, recordkeeping, and sub-accounting services under the Administrative Services Agreement between the Company and the Adviser dated June 1, 2000, as amended August 30, 2002.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.), (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants accountants, including, without limitation, any fees and disbursements incurred in connection with the delivery of any accountants’ or auditors’ reports, certifications or attestations under the Term Asset-Backed Securities Loan Facility of the Federal Reserve Bank of New York, and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 6 and in Sections 78, 9, 10 11 and 13 12 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all (a) All costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication sale and delivery of the NotesBonds to the Underwriter shall be payable by the Authority from the proceeds of the Bonds, including, but not limited to: (i) the fees and expenses of the City, its counsel and consultants; (ii) all costs the fees and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration StatementAuthority, the Prospectus its counsel and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), consultants; (iii) all costs the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), Bond Counsel; (iv) all costs the fees and expenses related to any filing with the National Association of Securities Dealers, Inc., Disclosure Counsel; (v) the fees and expenses of Sperry Capital Inc., the City’s municipal advisor; (vi) all costs and expenses in connection with the preparation and printing of the Bonds; (including word processing and duplication costsvii) all expenses in connection with the preparation, printing, distribution and delivery of this Agreementthe Preliminary Official Statement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture Official Statement and any Blue Sky Memorandum amendment or supplement thereto; (viii) the initial fees and the furnishing to Underwriters and dealers of copies expenses of the Registration Statement and the Prospectus as herein providedTrustee, (vi) including the reasonable fees and disbursements expenses of the Bank’s counsel and accountants, its counsel; (viiix) the reasonable fees and disbursements expenses of any rating agency rating the accountants Bonds; and (viiix) any credit enhancement costs for the Bonds. (b) The Underwriter shall pay all costs and expenses payable to each Note Rating Agency incurred by it in connection with the rating public offering and distribution of the NotesBonds including, except that but not limited to: (i) all advertising expenses in connection with the Underwriters agree to reimburse offering of the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses Bonds; (including ii) the fees and disbursements of its Underwriter’s counsel), transfer taxes if any, and any advertising (iii) all out-of-pocket disbursements and expenses incurred by the Underwriter in connection with sales the offering and distribution of the Bonds, including, air travel and hotel accommodations in connection with the pricing of the Bonds; investor meetings, rating agency trips and meetings; the Closing; meals and transportation for the City, the Underwriter and other working group personnel during rating agency, investor meetings; pricing and Closing trips; expenses related to attending working group meetings, such as parking, meals and transportation and any other miscellaneous costs associated with the Closing; (iv) all other expenses incurred by the Underwriter in connection with the public offering and distribution of Bonds, except as provided in (a) above or offers from as otherwise agreed to by the Underwriters to third partiesUnderwriter and the City, and (v) the fees of the California Debt and Investment Advisory Commission.