Common use of Payment of Certain Expenses Clause in Contracts

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

Payment of Certain Expenses. The Bank covenants and Company agrees with SCUSA that the Bank will (a) to pay or cause to be paid reimburse the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and Agents for all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, (ii) all their reasonable out-of-pocket costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to SCUSA incurred in connection with the review development, preparation and qualification execution of, and any amendment, supplement or 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 offering of the Securities by the Financial Industry Regulatory Authoritytransactions contemplated hereby and thereby, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vi) the fees and expenses of the Trustee and any agent of the Trustee and including the reasonable fees and disbursements of counsel to the Agents and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Company prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Agents shall deem appropriate, (b) to pay or reimburse each Bank and each Agent for the Trustee all its costs and expenses incurred in connection with the Indenture enforcement or preservation of any rights under this Agreement, the other Loan Documents and the Securitiesany such other documents, (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident including but not limited to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”, SCUSA will pay all of its own costs and expenses, including fees and disbursements of their counsel (including the allocated fees and expenses of in-house counsel) to each Bank and of counsel to the Agents, transfer taxes (c) to pay, indemnify, and hold each Bank and the Agents 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 taxes, if any, that may be payable on resale or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the Securities by them transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any advertising such other documents, and (d) to pay, indemnify, and hold each Bank and each Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an "Indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses connected or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any offers they may make; providedsuch other documents, howeverincluding any of the foregoing relating to the use of proceeds of the Loans or the violation of, that noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable fees and disbursements expenses of SCUSA’s legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the "Indemnified Liabilities"), provided, that the Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 12.6 shall be payable not later than 10 days after written demand therefor. Statements payable by the establishment Company pursuant to this Section 12.6 shall be sent to the Company at the address of the Securities shall Company set forth in Section 12.1, or to such other Person or address as may be paid hereafter designated by the BankCompany in a written notice to the Administrative Agent. The agreements in this Section 12.6 shall survive repayment of the Loans and all other amounts payable hereunder.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA the Underwriters that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities Notes and Series 33 Shares under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus and any Pricing SupplementsProspectus, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, the Underwriters; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing this Agreement, the Indenture, any Blue Sky or legal investment memorandum blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Securities under state securities laws Notes and the Series 33 Shares; (iii) all expenses in connection with the qualification of the Securities Notes and the Series 33 Shares for offer offering and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment any blue sky memorandum, ; (iv) all any fees charged by securities rating services for rating the Notes and the Series 33 Shares; (v) any filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Underwriters in connection with the with, any required review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the Securities, terms of the sale of the Notes; (vi) the cost of preparing the preparation, issuance Notes and delivery of the Securities, Series 33 Shares; (vivii) the fees and expenses of the Trustee Trustees and any agent of the Trustee Trustees and any transfer or paying agent of the Bank and the reasonable fees and disbursements of counsel for the Trustee Trustees or such agent in connection with the Indenture Indenture, the Notes and the Securities, (vii) the document production charges and expenses associated with printing this Agreement Series 33 Shares; and (viii) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”, SCUSA the Underwriters will pay all of its their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities Notes by them them, and any advertising expenses connected with any offers of the Notes they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

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

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA the several Underwriters that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Pricing SupplementsPreliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and all other the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, the Underwriters and dealers; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum agreement among underwriters, the Standard Provisions, the Terms Agreement, any Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Securities under state securities laws and Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offer offering and sale under state securities laws as provided in Section 5(b5(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, Memorandum; (iv) all any fees charged by securities rating services for rating the Offered Securities; (v) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Underwriters in connection with with, securing any required review by the review and qualification National Association of Securities Dealers, Inc. of the offering terms of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating sale of the Offered Securities, ; (vi) the cost of preparing the preparation, issuance and delivery of the Offered Securities, ; (vivii) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Offered Securities, (vii) the document production charges and expenses associated with printing this Agreement ; and (viii) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is that are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section Sections 9 entitled “Indemnification and Contribution”12 hereof, SCUSA the Underwriters will pay all of its their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes payable on resale of any of the Offered Securities by them them, and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

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

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

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

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA the several Underwriters that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s 's counsel and the Bank’s accountants in connection with the registration of the Offered Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Pricing SupplementsPreliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and all other the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, the Underwriters and dealers; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum agreement among underwriters, the Standard Provisions, the Terms Agreement, any Indenture, any blue sky memorandum, broadly disseminated road shows, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Securities under state securities laws and Offered Securities; (iii) all expenses in connection with the qualification of the Offered Securities for offer offering and sale under state securities laws as provided in Section 5(b5(f) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, Memorandum; (iv) all any fees charged by securities rating services for rating the Offered Securities; (v) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Underwriters in connection with with, securing any required review by the review and qualification National Association of Securities Dealers, Inc. of the offering terms of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating sale of the Offered Securities, ; (vi) the cost of preparing the preparation, issuance and delivery of the Offered Securities, ; (vivii) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Offered Securities, (vii) the document production charges and expenses associated with printing this Agreement ; and (viii) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is that are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section Sections 9 entitled “Indemnification and Contribution”12 hereof, SCUSA the Underwriters will pay all of its their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes payable on resale of any of the Offered Securities by them them, and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA that the Bank will pay Whether or cause to be paid the following: (i) the fees, disbursements and expenses not any of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statementtransactions contemplated by this Agreement are consummated or this Agreement is terminated, the Prospectus and any Pricing SupplementsCompany shall pay, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to SCUSA incurred in connection with the review and qualification of the offering of the Securities reimburse if paid by the Financial Industry Regulatory AuthorityAgents, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vi) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder Company under this Agreement, including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement or the Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, (iii) the printing of this Agreement, (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for which provision is not otherwise use in connection with the offering and sale of the Shares by the Agents, (v) the listing of the Shares on the Exchange, (vi) any filings required to be made by the Agents with FINRA, and the fees, disbursements and other charges of counsel for the Agents in connection therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (i) of this SectionSection 3, including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the Agents, the preparation and printing of preliminary, supplemental and final Blue Sky or Legal Investment memoranda, (viii) counsel to the Company, (ix) The Depository Trust Company and any other depositary, transfer agent or registrar for the Shares, (x) the Company Accountants and (xi) all fees, costs and expenses for consultants used by the Company in connection with the offering. It is understood, however, that, except as provided in this SectionAgreement, and Section 9 entitled “Indemnification and Contribution”, SCUSA the Agents will pay all of its their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA the Underwriters that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities Notes and Series 31 Shares under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus and any Pricing SupplementsProspectus, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, the Underwriters; (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing this Agreement, the Indenture, any Blue Sky or legal investment memorandum blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offer offering, purchase, sale and sale delivery of the Securities under state securities laws Notes and the Series 31 Shares; (iii) all expenses in connection with the qualification of the Securities Notes and the Series 31 Shares for offer offering and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment any blue sky memorandum, ; (iv) all any fees charged by securities rating services for rating the Notes and the Series 31 Shares; (v) any filing fees incident to, and the reasonable and documented fees and disbursements of counsel to SCUSA incurred for the Underwriters in connection with the with, any required review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the Securities, terms of the sale of the Notes; (vi) the cost of preparing the preparation, issuance Notes and delivery of the Securities, Series 31 Shares; (vivii) the fees and expenses of the Trustee Trustees and any agent of the Trustee Trustees and any transfer or paying agent of the Bank and the reasonable fees and disbursements of counsel for the Trustee Trustees or such agent in connection with the Indenture Indenture, the Notes and the Securities, (vii) the document production charges and expenses associated with printing this Agreement Series 31 Shares; and (viii) all other costs and expenses incident to the performance of the its obligations of the Bank hereunder for which provision is are not otherwise made specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”, SCUSA the Underwriters will pay all of its their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities Notes by them them, and any advertising expenses connected with any offers of the Notes they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

Payment of Certain Expenses. The Bank covenants and agrees with SCUSA that the Bank will pay Whether or cause to be paid the following: (i) the fees, disbursements and expenses not any of the Bank’s counsel transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company shall pay, or reimburse if paid by the Agents, the Forward Sellers and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and Forward Purchasers, all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to SCUSA incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vi) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder Company under this Agreement, including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement or the Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, (iii) the printing of this Agreement, (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for which provision is not otherwise use in connection with the offering and sale of the Shares by the Agents, the Forward Sellers or the Forward Purchasers, (v) the listing of the Shares (including the maximum number of shares of Common Stock deliverable upon settlement of all Forward Transactions) on the Exchange, (vi) any filings required to be made by the Agents, the Forward Sellers or the Forward Purchasers with FINRA, and the fees, disbursements and other charges of counsel for the Agents, the Forward Sellers and the Forward Purchasers in connection therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection ‎(i) of this SectionSection ‎3, including the fees, disbursements and other charges of counsel to the Agents, the Forward Sellers and the Forward Purchasers in connection therewith, and, if requested by the Agents, the Forward Sellers and the Forward Purchasers, the preparation and printing of preliminary, supplemental and final Blue Sky or Legal Investment memoranda, (viii) counsel to the Company, (ix) The Depository Trust Company and any other depositary, transfer agent or registrar for the Shares, (x) the Company Accountants and (xi) all fees, costs and expenses for consultants used by the Company in connection with the offering. It is understood, however, that, except as provided in this SectionAgreement, the Agents, the Forward Sellers and Section 9 entitled “Indemnification and Contribution”, SCUSA the Forward Purchasers will pay all of its their own costs and expenses, including the fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

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

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

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

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

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