Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx Dewey Ballantine LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Hunton Xxxxxxx Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxxx Xxxxxxx Xxxxx & XxXxxxx LLP.

Payment of Expenses. (a) The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including including, but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Hunton Xxxxxxx Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes Notes, including fees and disbursements of their counsel, Xxxxxx Xxxxxxx Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will Each of the Obligors agrees to pay all costs, fees and expenses incidental to incurred in connection with the performance of its obligations under this Agreementhereunder and in connection with the transactions contemplated hereby, including but not limited toincluding, the expenses of without limitation, (i) all expenses incident to the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(sSecurities (including all printing and engraving costs), (ii) for all necessary issue, transfer and other stamp taxes in connection with the Senior Notesoriginal issuance and sale of the Securities to the Underwriters, (iii) the all fees and disbursements expenses of the Company’s counsel Obligors’ counsel, independent public or certified public accountants and accountantsother advisors, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees all costs and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and expenses incurred in connection with the preparation preparation, printing, filing, shipping and distribution of any blue sky survey the Registration Statement (such fees including financial statements, exhibits, schedules, consents and disbursements certificates of counsel shall not exceed $3,500experts, each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and the Transaction Documents), (v) all filing fees and expenses incurred by the Obligors or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the securities laws of the several states of the United States, the provinces of Canada or other jurisdictions reasonably designated by the Underwriters (including, without limitation, reasonable fees and expenses of counsel for the Underwriters related to such qualification and registration and the cost of preparing, printing and delivery mailing preliminary and final blue sky or legal investment memoranda and any related supplements to the Underwriters of copies of Pricing Disclosure Package or the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto), (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior NotesSecurities, (ixvii) any fees payable in connection with the rating of the Senior NotesSecurities with the ratings agencies, (viii) any reasonable fees and disbursements of counsel to the Underwriters in an amount that is not greater than $20,000 in connection with, the review, if any, by FINRA of the terms of the sale of the Securities, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Obligors in connection with approval of the Securities by the Depositary for “book-entry” transfer, and the performance by the Obligors of their respective other obligations under this Agreement, (x) all expenses incident to the cost and charges “road show” for the offering of any transfer agent or registrarthe Securities, and (xi) one-half the cost of qualifying any airplane used in connection with the Senior Notes with The Depository Trust Company. “road show.” Except as otherwise provided in this Section 10 4 and Sections 6, 8 and 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of own expenses, including the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPcounsel and reimburse the Obligors for the other half of the cost of any airplane used in connection with the “road show” for the offering of the Securities incurred by the Obligors for which the Obligors are not responsible under clause (xi) above.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes Notes, including fees and disbursements of their counsel, Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Hunton Xxxxxxx Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Hunton Xxxxxxx Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx Xxxxxx & XxXxxxx Xxxxxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes Notes, including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, (xi) the premium payable to the Insurer in connection with the issuance of the Insurance Policy, and (xixii) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx Dewey Ballantine LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Xxxxxx & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx Xxxxxx & XxXxxxx Xxxxxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the TrusteeTrustee and Calculation Agent, including the fees and disbursements of counsel for the Trustee and the Calculation Agent in connection with the Calculation Agent Agreement, the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx Dewey Ballantine LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes Notes, including fees and disbursements of their counsel, Xxxxx Xxxxxx & XxXxxxx Xxxxxxxx LLP.

Payment of Expenses. The Company will Seller agrees to pay all the following expenses incidental incident to the performance of its the Companies' obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment all amendments thereto, (ii) the duplication and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of this Agreement, (iii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iiiiv) the fees and disbursements of ____________, counsel for the Company’s counsel and accountantsUnderwriters, (ivv) the fees and disbursements of [Name of accountants], accountants of the Companies, (vi) the qualification of the Senior Notes under securities and Blue Sky laws and the determination of the eligibility of the Notes for investment in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP__________, counsel for to the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)Blue Sky survey, (vvii) the printing and delivery to the Underwriters in such quantities as the Underwriters may reasonably request, of copies of the Registration Statement as originally filed and of each amendment thereto Prospectus and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, all amendments and any amendments or supplements thereto, and of any Blue Sky survey, (viviii) the printing duplication and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of any blue sky surveythe Sale and Servicing Agreement, the Indenture, the Trust Agreement and the other transaction documents, (viiix) the fee of fees charged by nationally recognized statistical rating agencies for rating the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicableNotes, (viiix) the fees and expenses of the TrusteeTrustee and its counsel, (xi) the fees and expenses of the Owner Trustee and its counsel and [(xii) the fees and expenses of the Note Insurer and its counsel.] If this Agreement is terminated by the Representative in accordance with the provisions of Section 7, the Companies shall reimburse the Representative for all reasonable third-party out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof__________, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their Representative's counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx Xxxxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx Xxxxxxxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the UnderwritersUnderwriter, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters Underwriter of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters Underwriter of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the TrusteeTrustee and Calculation Agent, including the fees and disbursements of counsel for the Trustee and Calculation Agent in connection with the Indenture Indenture, the Calculation Agent Agreement and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters Underwriter shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, (xi) the premium payable to the Insurer in connection with the issuance of the Insurance Policy, (xii) the fees and expenses incurred in connection with the listing of the Senior Notes on the New York Stock Exchange and (xixiii) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx Xxxxxxxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its each Offerors' obligations under this Agreement, including but not limited to, the expenses of and will pay: (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) certificates for the Senior NotesCapital Securities, (iii) the fees and disbursements of the Company’s 's and the Trust's counsel and accountants, (iv) the qualification of the Senior Capital Securities, the Capital Securities Guarantee and the Junior Subordinated Notes under securities laws in accordance with the provisions of Section 4(c3(f) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Stroock & XxXxxxx LLPStroock & Xxxxx, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)survey, (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto thereto, of each preliminary prospectus, and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of (the offering contemplated by this Agreement"NASD"), if applicable, (viii) the fees and expenses of the Debt Trustee, including the fees and disbursements of counsel for the Debt Trustee in connection with the Indenture and the Senior Junior Subordinated Notes, (ix) the fees and expenses of the Property Trustee, the Delaware Trustee and the Guarantee Trustee, including the fees and disbursements of counsel for the Delaware Trustee in connection with the Declaration and the Certificate of Trust; (x) any fees payable in connection with the rating of the Senior Capital Securities and Junior Subordinated Notes, ; (xxi) the cost and charges of any transfer agent or registrar, registrar and (xixii) the cost of qualifying the Senior Notes Capital Securities with The Depository Trust CompanyDTC. Except as otherwise provided If this Agreement is terminated by the Representatives in accordance with the provisions of Section 10 5 or Section 9 hereof, the Company shall reimburse the Underwriters shall pay for all other expenses incurred by them in connection with of their offering of reasonable out-of-pocket expenses, including the Senior Notes including reasonable fees and disbursements of their counselStroock & Stroock & Xxxxx, Xxxxx & XxXxxxx LLPcounsel for the Underwriters.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section Sections 8 and 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company HCA will pay all expenses incidental incident to the performance of its obligations under transactions contemplated by this Agreement, including but whether or not limited tothe transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, the expenses of including: (ia) the preparation, printing and filing distribution of the Registration Statement as originally filed Statement, the Preliminary Prospectus and of the Prospectus Supplement and each amendment theretoor supplement thereto and delivery of copies thereof to the Underwriters, (iib) the preparation of this Agreement, (c) the preparation, issuance and delivery of the certificate(s) for Notes to the Senior NotesUnderwriters (or any appointed clearing organizations), (iiid) the fees and disbursements of HCA’s and the CompanyDepositor’s counsel and accountants, (ive) the qualification of the Senior Notes under state securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for to the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky Blue Sky survey (such including the printing and delivery thereof to the Underwriters), (f) any fees charged by rating agencies for the rating (or consideration of the rating) of the Notes, (g) the fees and expenses incurred with respect to any filing with, and review by, DTC or any similar organizations, (h) the fees and disbursements of counsel shall not exceed $3,500)the Indenture Trustee and its counsel, if any, (vi) the printing fees and delivery to the Underwriters of copies disbursements of the Registration Statement as originally filed Owner Trustee and of each amendment thereto and of the Pricing Prospectusits counsel, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements theretoif any, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viiij) the fees and expenses of Xxxxxxxx, Xxxxxx & Finger, P.A., Delaware counsel to the TrusteeTrust, (k) the reasonable fees and expenses of HCA’s and the Depositor’s counsel and (l) any costs reimbursed to the Underwriters under Section 6(h) above. To the extent that the transactions contemplated by this agreement are consummated, HCA shall only pay the fees and expenses described in clauses (a) through (l). Neither HCA nor the Depositor is responsible for any out -of-pocket expenses of the Representative or the Underwriters in connection with the offering of the Notes. Notwithstanding the foregoing, if for any reason the purchase of the Notes by the Underwriters is not consummated (other than (i) as a result of any Underwriter’s breach under Section 6(i) of this Agreement and (ii) pursuant to Section 11 hereof), HCA will reimburse the Representative and the Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of counsel for to the Trustee in connection with the Indenture Representative and the Senior Notes, (ixUnderwriters) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their the offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPNotes.

Payment of Expenses. (a) The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including including, but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, (xi) the fees payable in connection with the listing of the Senior Notes with the NYSE and (xixii) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees Euroclear and disbursements of their counsel, Xxxxx & XxXxxxx LLPClearstream.

Payment of Expenses. The Company UACC will pay all expenses incidental incident to the performance of its obligations under transactions contemplated by this Agreement, including but whether or not limited tothe transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, the expenses of including: (ia) the preparation, printing and filing distribution of the Registration Statement as originally filed Statement, the Preliminary Prospectus and of the Prospectus Supplement and each amendment theretoor supplement thereto and delivery of copies thereof to the Underwriter, (iib) the preparation of this Agreement, (c) the preparation, issuance and delivery of the certificate(s) for Notes to the Senior NotesUnderwriter (or any appointed clearing organizations), (iiid) the fees and disbursements of UACC’s and the CompanySeller’s counsel and accountants, (ive) the qualification of the Senior Notes under state securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for to the Underwriters, Underwriter in connection therewith and in connection with the preparation of any blue sky Blue Sky survey (such including the printing and delivery thereof to the Underwriter), (f) any fees charged by rating agencies for the rating (or consideration of the rating) of the Notes, (g) the fees and expenses incurred with respect to any filing with, and review by, DTC or any similar organizations, (h) the fees and disbursements of counsel shall not exceed $3,500)the Indenture Trustee and its counsel, if any, (vi) the printing fees and delivery to the Underwriters of copies disbursements of the Registration Statement as originally filed Owner Trustee and of each amendment thereto and of the Pricing Prospectusits counsel, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements theretoif any, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viiij) the fees and expenses of Xxxxxxxx Xxxxxx & Finger, Delaware counsel to the TrusteeTrust, (k) the reasonable fees and expenses of UACC’s and the Seller’s counsel, (l) the reasonable fees and expenses of counsel to the Underwriter and (m) any costs reimbursed to the Underwriter under section 6(g) above. In addition, if for any reason the purchase of the Notes by the Underwriter is not consummated (other than pursuant to Section 11 hereof), UACC will reimburse the Underwriter for all out-of-pocket expenses (including the reasonable fees and disbursements of counsel for to the Trustee in connection with the Indenture and the Senior Notes, (ixUnderwriter) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their the offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPNotes.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Hunton Xxxxxxx Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the TrusteeTrustee and the Calculation Agent, including the fees and disbursements of counsel for the Trustee and the Calculation Agent in connection with the Indenture Indenture, the Calculation Agent Agreement and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Hunton Xxxxxxx Xxxxx & XxXxxxx LLP.

Payment of Expenses. (a) The Company Offerors jointly and severally will pay and bear all costs and expenses incidental incident to the performance of its and the Trust's obligations under this Agreement, including but not limited to, the expenses of (ia) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and of each amendment as amended, all amendments thereto, all preliminary prospectuses, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to the Underwriters, (iib) the preparation, printing and distribution of this Agreement, the Preferred Securities and the Blue Sky Survey, (c) the issuance and delivery of the certificate(s) for Preferred Securities to the Senior NotesUnderwriters, including any transfer taxes payable upon the sale of the Preferred Securities to the Underwriters, (iiid) the fees and disbursements of the Company’s 's counsel and accountants, (ive) Nasdaq Stock Market filing fees, (f) fees and disbursements of Xxxxxxx Xxxxxxxx & Xxxx in connection with the Blue Sky Survey, (g) the qualification of the Senior Notes Preferred Securities under the applicable securities laws in accordance with the provisions of Section 4(c3(f) hereof, including (h) any filing fee for review of the Offering by the NASD, (i) the legal fees and expenses of the reasonable fees Underwriters' counsel not to exceed $75,000 without the Company's prior approval, and disbursements general out-of-pocket expenses of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viiij) the fees and expenses of the Indenture Trustee, including the fees and disbursements of counsel for the Trustee Indenture Trustee, in connection with the Indenture and the Senior NotesDebentures; (k) the fees and expenses of the Property Trustee and Delaware Trustee, (ix) any including the fees payable and disbursements of counsel for the Property Trustee and the Delaware Trustee, in connection with the rating Trust Agreement and the Certificate of the Senior Notes, (x) the cost and charges of any transfer agent or registrarTrust, and (xil) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering costs incident to the performance of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPOfferors' obligations hereunder.

Payment of Expenses. (a) The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including including, but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Xxxxxx & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Hunton Xxxxxxx Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, (xi) the fees payable in connection with the listing of the Notes with the NYSE and (xixii) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxxx Xxxxxxx Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Whether or not the Conversion is completed or the sale of the Shares by the Holding Company is consummated, the Primary Parties will pay for all their expenses incidental incident to the performance of its obligations under this Agreement, including but not limited to, the expenses of without limitation: (ia) the printing preparation and filing of the Applications and Registration Statement as originally filed and of each amendment thereto, Statement; (iib) the preparation, issuance printing, filing, delivery and delivery mailing of the certificate(sRegistration Statement, including the Prospectus, and all documents related to the Offering and proxy solicitation; (c) all filing fees and expenses in connection with the qualification or registration of the Shares for offer and sale by the Senior NotesHolding Company or the Bank under the securities or “blue sky” laws, (iii) the including without limitation filing fees, reasonable legal fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith therewith, and in connection with the preparation of any a blue sky survey law survey; (such d) the filing fees of FINRA related to the Agent’s fairness filing under FINRA Rule 5110; (e) fees and disbursements expenses related to the preparation of the independent appraisal; (f) fees and expenses related to providers providing printing, data processing, auditing, accounting and other services; (g) all expenses relating to advertising, temporary personnel, investor meetings and stock information center; and (h) transfer agent fees and costs of preparation and distribution of stock certificates. The Primary Parties also agree to reimburse the Agent for reasonable out-of-pocket expenses, including legal fees and expenses, incurred by the Agent in connection with the services hereunder. The Agent will not incur reimbursable legal fees (including counsel’s out-of-pocket expenses) in excess of $50,000. The Agent will not incur actual accountable reimbursable out-of-pocket expenses in excess of $15,000 in the Subscription Offering and Community Offering and in excess of $20,000 in the Syndicated Community Offering. In the event that the Agent incurs any expenses on behalf of the Primary Parties, the Primary Parties will pay or reimburse the Agent for such expenses regardless of whether the Conversion is successfully completed, and such reimbursements will not be included in the expense limitations set forth in this paragraph. The Agent will not incur any single out-of-pocket expense of more than $1,000 pursuant to this paragraph without the prior approval of the Holding Company or the Bank. The Primary Parties acknowledge, however, that such limitations on expenses and legal fees may be increased by the mutual consent of the Holding Company and the Agent in the event of delay in the Offering, a delay as a result of circumstances requiring material additional work by the Agent or its counsel or an update of the financial information contained in the Prospectus to reflect a period later than set forth in the financial statements in the original Registration Statement; provided, however, that under such circumstances, the Agent will not incur any additional accountable reimbursable expenses in excess of $5,000 or additional reimbursable legal fees in excess of $10,000 and that the aggregate of all reimbursable expenses and legal fees to be paid by the Primary Parties to the Agent in connection with the Conversion and Offering shall not exceed $3,500), 100,000. Not later than two (v2) the printing and delivery days prior to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing ProspectusClosing Date, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) Agent will provide the printing and delivery to the Underwriters Bank with a detailed accounting of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and all reimbursable expenses of the Trustee, including Agent and its counsel to be paid at the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPClosing.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior NotesShares, if any, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes Shares under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xiix) the cost fees payable in connection with the listing of qualifying the Senior Notes Shares with The Depository Trust Companythe NYSE. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes Shares including fees and disbursements of their counsel, Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its each Offeror's obligations under this Agreement, including but not limited to, the expenses of and will pay: (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the copying of this Agreement, (iii) the preparation, issuance and delivery of the certificate(s) certificates for the Senior NotesCapital Securities, including capital duties, stamp duties and transfer taxes, if any, payable upon issuance of any of the Securities, the sale of the Securities, (iiiiv) the fees and disbursements of the Company’s 's and the Trust's counsel and accountants, (ivv) the qualification of the Senior Capital Securities, the Capital Securities Guarantee and the Junior Subordinated Notes under applicable securities laws in accordance with the provisions of Section 4(c3(f) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Xxxxxxxx & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)14 survey, (vvi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto thereto, of the Preliminary Prospectus, of any free writing prospectus, and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vivii) the printing and delivery to the Underwriters of copies of any blue sky survey, (viiviii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this AgreementNASD, if applicable, (viiiix) the fees and expenses of the Debt Trustee, including the fees and disbursements of counsel for the Debt Trustee in connection with the Indenture and the Senior Junior Subordinated Notes, (ixx) the preparation, printing, reproduction and delivery to the Underwriters of copies of the Indenture, (xi) the fees and expenses of the Property Trustee, the Delaware Trustee and the Guarantee Trustee, including the fees and disbursements of counsel for the Delaware Trustee in connection with the Declaration and the Certificate of Trust, (xii) any fees payable in connection with the rating of the Senior Capital Securities and Junior Subordinated Notes, (xxiii) the cost and charges of any transfer agent or registrar, (xiv) the fees and expenses incurred in connection with the listing of the Capital Securities and, if applicable, the Junior Subordinated Notes on the New York Stock Exchange, and (xixv) the cost of qualifying the Senior Notes Capital Securities with The Depository Trust CompanyDTC. Except as otherwise provided If this Agreement is terminated by the Representative in accordance with the provisions of Section 10 5 or Section 7 hereof, the Company shall reimburse the Underwriters shall pay for all other expenses incurred by them in connection with of their offering of reasonable out‑of‑pocket expenses, including the Senior Notes including reasonable fees and disbursements of their counselXxxxxxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxx LLPcounsel for the Underwriters.

Payment of Expenses. The Company will Seller agrees to pay all the following expenses incidental incident to the performance of its the Companies' obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment all amendments thereto, (ii) the duplication and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of this Agreement, (iii) the preparation, issuance and delivery of the certificate(s) for the Senior NotesSecurities, (iiiiv) the fees and disbursements of Xxxxx Xxxxxxxxxx, counsel for the Company’s Underwriters and special counsel and accountantsto the Seller, (ivv) the fees and disbursements of Coopers & Xxxxxxx, L.L.P., accountants of the Companies, (vi) the qualification of the Senior Notes Securities under securities and Blue Sky laws and the determination of the eligibility of the Securities for investment in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLPXxxxxxxxxx, counsel for to the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)Blue Sky survey, (vvii) the printing and delivery to the Underwriters in such quantities as the Underwriters may reasonably request, of copies of the Registration Statement as originally filed and of each amendment thereto Prospectus and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, all amendments and any amendments or supplements thereto, and of any Blue Sky survey, (viviii) the printing duplication and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of any blue sky surveythe Sale and Servicing Agreement, the Indenture, the Trust Agreement and the other transaction documents, (viiix) the fee of fees charged by nationally recognized statistical rating agencies for rating the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicableSecurities, (viiix) the fees and expenses of the TrusteeTrustee and its counsel, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating expenses of the Senior Notes, (x) the cost Owner Trustee and charges of any transfer agent or registrar, its counsel and (xi) the cost fees and expenses of qualifying the Senior Notes Certificate Insurer and its counsel. If this Agreement is terminated by the Representative in accordance with The Depository Trust Company. Except as otherwise provided in the provisions of Section 10 hereof7, the Underwriters Companies shall pay reimburse the Representative for all other expenses incurred by them in connection with their offering of reasonable third-party out-of-pocket expenses, including the Senior Notes including reasonable fees and disbursements of their Xxxxx Xxxxxxxxxx, the Representative's counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will As between the Depositor and the Underwriters, the Depositor agrees to pay all expenses incidental incident to the performance of its obligations under this Underwriting Agreement, including but not limited without limitation those relating to, the expenses of : (ia) the printing costs incident to the authorization, issuance, sale and delivery of the Certificates and any taxes payable in connection therewith; (b) a portion of the fees previously paid to the Commission with respect to the filing under the Securities Act of the Registration Statement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and of each amendment theretothereto and any post-effective amendments thereof (including, in each case, exhibits), the Disclosure Documents and Prospectus and any amendment or supplement to the Prospectus (iiincluding the Disclosure Documents) or any document incorporated by reference therein, all as provided in this Underwriting Agreement; (d) the preparation, issuance costs of reproducing and delivery of the certificate(s) for the Senior Notes, distributing this Underwriting Agreement; (iiie) the fees and disbursements expenses of qualifying the Certificates under the securities laws of the Company’s several jurisdictions as provided in Section 5(h), if necessary, hereof and of preparing, printing and distributing a blue sky memorandum (including related fees and expenses of counsel to the Underwriters); (f) any fees charged by securities rating services for rating the Certificates; and accountants, (ivg) all other costs and expenses incident to the qualification performance of the Senior Notes under securities laws obligations of the Depositor (including costs and expenses of your counsel). If this Underwriting Agreement is terminated by the Underwriters in accordance with the provisions of Section 4(c) hereof6 or Section 11, the Depositor shall cause the Underwriters to be reimbursed for all reasonable out-of-pocket expenses, including filing fees and the reasonable fees and disbursements of Xxxxx Oxxxxx, Hxxxxxxxxx & XxXxxxx Sxxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the TrusteeTrustee and the Calculation Agent, including the fees and disbursements of counsel for the Trustee and the Calculation Agent in connection with the Indenture Indenture, the Calculation Agent Agreement and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the fees and expenses incurred in connection with the listing of the Senior Notes on the New York Stock Exchange, (xi) the cost and charges of any transfer agent or registrar, (xii) the premium payable to the Insurer in connection with the issuance of the Insurance Policy, and (xixiii) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx Dewey Ballantine LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its obligations under this AgreementAgreement (whether or not any sale of Securities is consummated), including but not limited to, the expenses of including: (i) the printing preparation and filing of the Registration Statement as originally filed Statement, the General Disclosure Package and of each amendment Prospectus and all amendments and supplements thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior NotesSecurities, (iii) the fees and disbursements of the Company’s counsel and accountantsaccountants and of the Trustee and its counsel, (iv) the qualification of the Senior Notes Securities under securities or Blue Sky laws in accordance with the provisions of Section 4(c) hereof3(j), including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees Blue Sky Memorandum, any Blue Sky Survey and disbursements of counsel shall not exceed $3,500)any Legal Investment Survey, (v) the printing and delivery to the Underwriters you in quantities as hereinabove stated of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing ProspectusStatement, the Final Supplemented Prospectus, General Disclosure Package and the Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters you of copies of the Indentures and any blue sky surveyBlue Sky Memorandum, Blue Sky Survey and any Legal Investment Survey, (vii) any fees charged by rating agencies for the fee rating of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, Securities and (viii) the filing fees incident to, and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee Agents in connection with, securing any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Securities. The Company shall reimburse you for the reasonable fees and disbursements of your counsel in connection with the Indenture establishment and maintenance of the Senior Notes, (ix) program contemplated by this Agreement. The Company shall also reimburse you for any fees payable in connection advertising and other out-of-pocket expenses incurred with the rating prior approval of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, (xi) the premium payable to the Insurer in connection with the issuance of the Insurance Policy, (xii) the fees and expenses incurred in the connection with the listing of the Senior Notes on the New York Stock Exchange, and (xixiii) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx Dewey Ballantine LLP.

Payment of Expenses. The Company will Depositor and HSBC Finance jointly and severally agree to pay all expenses incidental incident to the performance of its their obligations under this Agreement, including but not limited to, the expenses of without limitation those related to (i) the printing preparing and filing of the Registration Statement as originally filed Statement, the Prospectus and of each amendment theretoall amendments thereto and documents incorporated by reference therein (including exhibits), (ii) the preparation, issuance and delivery of the certificate(s) for the Senior NotesSecurities, (iii) the fees and disbursements of Sidley Austin LLP, as special counsel for the Company’s counsel Depositor and accountantsHSBC Finance, and KPMG, accountants of the Depositor and HSBC Finance (except as specified below), (iv) the any qualification of the Senior Notes Offered Certificates under state securities and Blue Sky laws and the determination of the eligibility of the Offered Certificates for investment in accordance with the provisions of Section 4(csubsection 5(f) hereof, above including filing fees fees, and the reasonable fees and disbursements of Xxxxx Mayer, Brown, Xxxx & XxXxxxx Maw LLP, as counsel for the UnderwritersUnderwriters (not to exceed $10,000), in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)Blue Sky Survey, (v) the printing and delivery to the Underwriters Underwriters, in such quantities as you may reasonably request, of copies of the Registration Statement as originally filed Statement, the Preliminary Prospectus and the Prospectus and all amendments and supplements thereto, and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements theretoBlue Sky Survey, (vi) the printing fees charged by nationally recognized statistical rating agencies for rating the Offered Certificates and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee and the Administrator and their respective counsel. It is understood that, except as expressly provided in this Section 8, the Underwriters will pay all of their own expenses, including (i) the fees and disbursements of counsel to the Underwriters, (ii) the fees and expenses of KPMG or other accountants for the Underwriters incurred in connection with any Underwriter Free Writing Prospectus, (iii) expenses related to the overnight delivery to the Underwriters of copies of the Preliminary Prospectus and the Prospectus and (iv) any transfer taxes on resale of any of the Offered Certificates and advertising expenses connected with any offers that Underwriters may make. If this Agreement is terminated by you because of a failure to satisfy any condition to the Underwriters’ obligations set forth in Section 7 above, because of any termination pursuant to Section 12 hereof or because of any refusal, inability or failure on the part of the Trustee, the Administrator or the Depositor or HSBC Finance or to perform any agreement herein or comply with any provision hereof other than by reason of a default by the Underwriters, the Depositor and HSBC Finance shall reimburse you for all reasonable out-of-pocket expenses, including the fees and disbursements of Mayer, Brown, Xxxx & Maw LLP, as counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPUnderwriters.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes Notes, including fees and disbursements of their counsel, Xxxxx Xxxxxx & XxXxxxx Xxxxxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriter in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters Underwriter of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters Underwriter of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the TrusteeTrustee and the Calculation Agent, including the fees and disbursements of counsel for the Trustee and the Calculation Agent in connection with the Calculation Agent Agreement, the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters Underwriter shall pay all other expenses incurred by them it in connection with their its offering of the Senior Notes including fees and disbursements of their its counsel, Xxxxx & XxXxxxx Dewey Ballantine LLP.

Payment of Expenses. The Company will pay all costs, expenses incidental and fees incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, including but not limited to, the expenses of (i) the printing preparation and filing filing, including any fees required by the Commission, of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment theretoand supplement thereto and each Issuer Free Writing Prospectus, (ii) the preparation, issuance and delivery of the certificate(s) certificates, if any, for the Senior NotesPlacement Shares to Westpark, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to Westpark, (iii) the preparation, printing and delivery to Westpark of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company’s counsel and accountants, (ivv) the qualification reasonable documented out-of-pocket costs and expenses of Westpark incurred in connection with negotiating and executing this Agreement (including the reasonable fees and disbursements of counsel to Westpark) up to a maximum amount of $18,000, (vi)[intentionally omitted], (vii) the fees and expenses of the Senior Notes under securities laws in accordance with transfer agent and registrar for the provisions of Section 4(cCommon Stock, (viii) hereof, including the filing fees incident to, and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, to Westpark in connection therewith with, the review by FINRA of the terms of the sale of the Placement Shares, (ix) the fees and expenses incurred by the Company in connection with the preparation listing of any blue sky survey the Placement Shares on the Exchange, and (such fees and disbursements of counsel shall not exceed $3,500), (vx) the printing and delivery to the Underwriters Westpark of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing thereto and any costs associated with electronic delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated foregoing by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPWestpark to investors.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its each Offerors' obligations under this Agreement, including but not limited to, the expenses of and will pay: (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) certificates for the Senior NotesCapital Securities, (iii) the fees and disbursements of the Company’s 's and the Trust's counsel and accountants, (iv) the qualification of the Senior Capital Securities, the Capital Securities Guarantee and the Junior Subordinated Notes under securities laws in accordance with the provisions of Section 4(c3(f) hereof, including filing fees and the reasonable fees and disbursements of Stroock & Stroock & Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)survey, (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto thereto, of each preliminary prospectus, and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of (the offering contemplated by this Agreement"NASD"), if applicable, (viii) the fees and expenses of the Debt Trustee, including the fees and disbursements of counsel for the Debt Trustee in connection with the Indenture and the Senior Junior Subordinated Notes, (ix) the fees and expenses of the Property Trustee, the Delaware Trustee and the Guarantee Trustee, including the fees and disbursements of counsel for the Delaware Trustee in connection with the Declaration and the Certificate of Trust; (x) any fees payable in connection with the rating of the Senior Capital Securities and Junior Subordinated Notes, ; (xxi) the cost and charges of any transfer agent or registrar, ; and (xixii) the cost of qualifying the Senior Notes Capital Securities with The Depository Trust CompanyDTC. Except as otherwise provided If this Agreement is terminated by the Representatives in accordance with the provisions of Section 10 5 or Section 9 hereof, the Company shall reimburse the Underwriters shall pay for all other expenses incurred by them in connection with of their offering of reasonable out-of-pocket expenses, including the Senior Notes including reasonable fees and disbursements of their counselStroock & Stroock & Xxxxx LLP, Xxxxx & XxXxxxx LLPcounsel for the Underwriters.

Payment of Expenses. (a) The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including including, but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its each Offeror's obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior NotesPreferred Securities to the Underwriters, (iii) the fees and disbursements of the Company’s 's and the Trust's counsel and accountants, (iv) the qualification of the Senior Notes Preferred Securities and, to the extent required or advisable, the Guarantee and the Junior Subordinated Notes, under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing the Preliminary Supplemented Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Debt Trustee, including the fees and disbursements of counsel for the Debt Trustee in connection with the Indenture and the Senior Junior Subordinated Notes, (ix) the fees and expenses of the Delaware Trustee, the Property Trustee and the Guarantee Trustee, including the fees and disbursements of counsel for the Delaware Trustee in connection with the Trust Agreement and the related Certificate of Trust, (x) the fees and disbursements of Delaware counsel to the Trust, (xi) any fees payable in connection with the rating of the Senior Preferred Securities and Junior Subordinated Notes, (xxii) the cost and charges of any transfer agent or registrar, (xiii) the fees and expenses incurred in connection with the listing, if applicable, of the Preferred Securities and the Junior Subordinated Notes on the New York Stock Exchange and (xixiv) the cost of qualifying the Senior Notes Preferred Securities with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes Preferred Securities, including fees and disbursements of their counsel, Xxxxx & XxXxxxx Dewey Ballantine LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Basic Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx Xxxxxxxxxx LLP.

Payment of Expenses. (a) The Company Offerors jointly and severally will pay and bear all costs and expenses incidental incident to the performance of its and the Trust's obligations under this AgreementAgreement (except for the fees and disbursements of counsel for the Underwriters other than those fees permitted under Section 4(a)(vi)), including but not limited to, the expenses of (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, all amendments thereto, all preliminary prospectuses, the Prospectus and any amendments or supplements thereto, and the cost of each amendment theretofurnishing copies thereof to the Underwriters, (ii) the preparation, printing and distribution of this Agreement, the Preferred Securities and the Blue Sky Survey, (iii) the issuance and delivery of the certificate(s) for Preferred Securities to the Senior NotesUnderwriters, including any transfer taxes payable upon the sale of the Preferred Securities to the Underwriters, (iiiiv) the fees and disbursements of the Company’s 's counsel and accountants, (ivv) Commission and Nasdaq National Market filing fees, (vi) fees and disbursements of Drinker Biddle & Reath LLP in connectixx xxth xxx Blue Sky Survey (not to exceed $20,000), (vii) the qualification of the Senior Notes Preferred Securities and Debentures under the applicable securities laws in accordance with the provisions of Section 4(c3(f) hereof, including (viii) any filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel fee for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated Offering by this Agreement, if applicablethe NASD, (viiiix) the fees and expenses of the Indenture Trustee, including the fees and disbursements of counsel for the Trustee Indenture Trustee, in connection with the Indenture and the Senior NotesDebentures; (x) the fees and expenses of the Property Trustee, (ix) any Delaware Trustee and Guarantee Trustee, including the fees payable and disbursements of counsel for the Property Trustee, Delaware Trustee and Guarantee Trustee, in connection with the rating Trust Agreement, the Certificate of Trust and the Senior NotesGuarantee Agreement, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost costs of qualifying settlement in same day funds, if desired by the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay and (xii) all other expenses incurred by them in connection with their offering costs incident to the performance of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPOfferors' obligations hereunder.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior NotesNotes to the Underwriters, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing the Preliminary Supplemented Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the fees and expenses incurred in connection with the listing of the Senior Notes on the New York Stock Exchange, (xi) the cost and charges of any transfer agent or registrar, and (xixii) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx Dewey Ballantine LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior NotesNotes to the Underwriters, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing the Preliminary Supplemented Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the fees and expenses incurred in connection with the listing of the Senior Notes on the New York Stock Exchange, (xi) the cost and charges of any transfer agent or registrar, and (xixii) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx Dewey Ballantine LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the fees and expenses incurred in connection with the listing of the Senior Notes on the New York Stock Exchange, (xi) the cost and charges of any transfer agent or registrar, registrar and (xixii) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes Notes, including fees and disbursements of their counsel, Xxxxx & XxXxxxx Xxxxxxxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of counsel for the Underwriters (including the fees and disbursements referred to in (iv) below) and the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPNotes.

Payment of Expenses. The Company will Company, as depositor of the Trust, agrees to pay all costs and expenses incidental incident to the performance of its the obligations of the Company and the Trust under this Purchase Agreement, whether or not the transactions contemplated herein are consummated or this Purchase Agreement is terminated, including but not limited to, the all costs and expenses of incident to (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparationauthorization, issuance and delivery of the certificate(sCommon Securities and the Preferred Securities and any taxes payable in connection therewith excluding any taxes in connection with the sale of the Preferred Securities by the Purchaser and the subsequent holders, (ii) for the Senior Notesfees and expenses of qualifying the Preferred Securities under the securities laws of the several jurisdictions as provided in Section 6(a), (iii) the fees and disbursements expenses of the counsel, the accountants and any other experts or advisors retained by the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the all reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Property Trustee, the Delaware Trustee, the Indenture Trustee and any other trustee or paying agent appointed under the Operative Documents (including the fees and disbursements of counsel for such trustees), which fees and expenses shall not exceed a $2,000 acceptance fee, $5,500 for the fees and expenses of Potter Axxxxxxx & Cxxxxxx LLP, special counsel retained by the Indenture Trustee and Property Trustee and Special Delaware counsel retained by the Delaware Trustee in connection with the Indenture Closing, and $4,000 in administrative fees annually, and (v) the Senior Notesreasonable costs and expenses incurred in connection with issuing the Preferred Securities in book-entry form including all costs and expenses of The Depositary Trust Company and Portal and related to obtaining CUSIP numbers. If the sale of the Preferred Securities provided for in this Purchase Agreement is not consummated because any condition set forth in Section 3 hereof to be satisfied by either the Company or the Trust is not satisfied, (ix) because this Purchase Agreement is terminated pursuant to Section 9 or because of any fees payable failure, refusal or inability on the part of the Company or the Trust to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by the Purchaser, the Company will reimburse the Purchaser upon demand for all reasonable out-of-pocket expenses that shall have been incurred by the Purchaser in connection with the rating proposed purchase and sale of the Senior Notes, (x) Preferred Securities; provided that such expenses shall not exceed $30,000. Neither the cost and charges Company nor the Trust shall in any event be liable to the Purchaser for the loss of any transfer agent or registrar, and (xi) anticipated profits from the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred transactions contemplated by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPthis Purchase Agreement.

Payment of Expenses. (a) The Company Offerors jointly and severally will pay and bear all costs and expenses incidental incident to the performance of its and the Trust's obligations under this Agreement, including but not limited to, the expenses of (ia) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and of each amendment as amended, all amendments thereto, all preliminary prospectuses, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to the Underwriter, (iib) the preparation, printing and distribution of this Agreement, the Preferred Securities and the Blue Sky Survey, (c) the issuance and delivery of the certificate(s) for Preferred Securities to the Senior NotesUnderwriter, including any transfer taxes payable upon the sale of the Preferred Securities to the Underwriter, (iiid) the fees and disbursements of the Company’s 's counsel and accountants, (ive) the American Stock Exchange filing fees, (f) fees and disbursements of counsel in connection with the Blue Sky Survey, (g) the qualification of the Senior Notes Preferred Securities under the applicable securities laws in accordance with the provisions of Section 4(c3(f) hereof, including (h) any filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel fee for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this AgreementOffering with the National Association of Securities Dealers, if applicableLLC, (viiii) the legal fees and expenses of the Underwriter's counsel, and general out-of-pocket expenses of the Underwriter not to exceed $75,000 in legal fees and $20,000 in other expenses without the Company's prior written consent, (j) the fees and expenses of the Indenture Trustee, including the fees and disbursements of counsel for the Trustee Indenture Trustee, in connection with the Indenture and the Senior NotesJunior Subordinated Debentures; (k) the fees and expenses of the Property Trustee and Delaware Trustee, (ix) any including the fees payable and disbursements of counsel for the Property Trustee and Delaware Trustee, in connection with the rating Trust Agreement and the Certificate of the Senior Notes, (x) the cost and charges of any transfer agent or registrarTrust, and (xil) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering costs incident to the performance of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPOfferors' obligations hereunder.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its each Offerors’ obligations under this Agreement, including but not limited to, the expenses of and will pay: (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) certificates for the Senior NotesCapital Securities, (iii) the fees and disbursements of the Company’s and the Trust’s counsel and accountants, (iv) the qualification of the Senior Capital Securities, the Capital Securities Guarantee and the Junior Subordinated Notes under securities laws in accordance with the provisions of Section 4(c3(f) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Stroock & XxXxxxx Stroock & Lxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)survey, (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto thereto, of each preliminary prospectus, and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of (the offering contemplated by this Agreement“NASD”), if applicable, (viii) the fees and expenses of the Debt Trustee, including the fees and disbursements of counsel for the Debt Trustee in connection with the Indenture and the Senior Junior Subordinated Notes, (ix) the fees and expenses of the Property Trustee, the Delaware Trustee and the Guarantee Trustee, including the fees and disbursements of counsel for the Delaware Trustee in connection with the Declaration and the Certificate of Trust; (x) any fees payable in connection with the rating of the Senior Capital Securities and Junior Subordinated Notes, ; (xxi) the cost and charges of any transfer agent or registrar; (xii) the fees and expenses incurred in connection with the listing of the Capital Securities and, if applicable, the Junior Subordinated Notes on the New York Stock Exchange; and (xixiii) the cost of qualifying the Senior Notes Capital Securities with The Depository Trust CompanyDTC. Except as otherwise provided If this Agreement is terminated by the Representative in accordance with the provisions of Section 10 5 or Section 7 hereof, the Company shall reimburse the Underwriters shall pay for all other expenses incurred by them in connection with of their offering of reasonable out-of-pocket expenses, including the Senior Notes including reasonable fees and disbursements of their counselStroock & Stroock & Lxxxx LLP, Xxxxx & XxXxxxx LLPcounsel for the Underwriters.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior NotesNotes to the Underwriters, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the fees and expenses incurred in connection with the listing of the Senior Notes on the New York Stock Exchange, (xi) the cost and charges of any transfer agent or registrar, and (xixii) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx Dewey Ballantine LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the TrusteeTrustee and the Calculation Agent, including the fees and disbursements of counsel for the Trustee and the Calculation Agent in connection with the Indenture Indenture, the Calculation Agent Agreement and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section Sections 8 and 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its each Offerors’ obligations under this Agreement, including but not limited to, the expenses of and will pay: (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the copying of this Agreement, (iii) the preparation, issuance and delivery of the certificate(s) certificates for the Senior NotesCapital Securities, including capital duties stamp duties and transfer taxes, if any, payable upon issuance of any of the Securities, the sale of the Securities, (iiiiv) the fees and disbursements of the Company’s and the Trust’s counsel and accountants, (ivv) the qualification of the Senior Capital Securities, the Capital Securities Guarantee and the Junior Subordinated Notes under applicable securities laws in accordance with the provisions of Section 4(c3(f) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Mxxxxxxx & XxXxxxx Fxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)survey, (vvi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto thereto, of each preliminary prospectus, and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vivii) the printing and delivery to the Underwriters of copies of any blue sky survey, (viiviii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this AgreementNASD, if applicable, (viiiix) the fees and expenses of the Debt Trustee, including the fees and disbursements of counsel for the Debt Trustee in connection with the Indenture and the Senior Junior Subordinated Notes, (x) the preparation, printing, reproduction and delivery to the Underwriters of copies of the Indenture, (ix) the fees and expenses of the Property Trustee, the Delaware Trustee and the Guarantee Trustee, including the fees and disbursements of counsel for the Delaware Trustee in connection with the Declaration and the Certificate of Trust, (xii) any fees payable in connection with the rating of the Senior Capital Securities and Junior Subordinated Notes, (xxiii) the cost and charges of any transfer agent or registrar, (xiv) the fees and expenses incurred in connection with the listing of the Capital Securities and, if applicable, the Junior Subordinated Notes on the New York Stock Exchange, and (xixv) the cost of qualifying the Senior Notes Capital Securities with The Depository Trust CompanyDTC. Except as otherwise provided If this Agreement is terminated by the Representative in accordance with the provisions of Section 10 5 or Section 7 hereof, the Company shall reimburse the Underwriters shall pay for all other expenses incurred by them in connection with of their offering of reasonable out-of-pocket expenses, including the Senior Notes including reasonable fees and disbursements of their counselMxxxxxxx & Fxxxxxxx LLP, Xxxxx & XxXxxxx LLPcounsel for the Underwriters.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the TrusteeTrustee and the Calculation Agent, including the fees and disbursements of counsel for the Trustee and the Calculation Agent in connection with the Indenture Indenture, the Calculation Agent Agreement and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP.

Payment of Expenses. (a) The Company Offerors jointly and severally will pay and bear all costs and expenses incidental incident to the performance of its their respective obligations under this Agreement, including but not limited to, the expenses of (ia) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and of each amendment as amended, all amendments thereto, all preliminary prospectuses, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to the Underwriter, (iib) the preparation, printing and distribution of this Agreement, the Securities and the preparation of one or more "blue sky surveys" (the "Blue Sky Survey"), (c) the issuance and delivery of the certificate(s) for Securities to the Senior NotesUnderwriter, including any transfer taxes payable upon the sale of the Securities to the Underwriter, (iiid) the fees and disbursements of the Company’s Corporation's counsel and accountants, (ive) Nasdaq Stock Market filing fees, (f) fees and disbursements of Pattxx Xxxgx XXX in connection with the Blue Sky Survey (not to exceed $5,000 without the prior written permission of the Corporation), (g) the qualification of the Senior Notes Securities under the applicable securities laws in accordance with the provisions of Section 4(c3(f) hereof, including (h) any filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel fee for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicableOffering with the NASD, (viiii) the legal fees and expenses of the Underwriter's counsel (with Underwriter's counsel fees not to exceed $75,000, excluding Blue Sky fees and expenses), and general out-of-pocket expenses of the Underwriter (not to exceed $10,000), in either case without the prior written consent of the Corporation, (j) the fees and expenses of the Indenture Trustee, including the fees and disbursements of counsel for the Trustee Indenture Trustee, in connection with the Indenture and the Senior NotesJunior Subordinated Debentures; (k) the fees and expenses of the Property Trustee, (ix) any including the fees payable and disbursements of counsel for the Property Trustee, in connection with the rating Trust Agreement and the Certificate of the Senior Notes, (x) the cost and charges of any transfer agent or registrarTrust, and (xil) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering costs incident to the performance of the Senior Notes including fees and disbursements Offerors' obligations hereunder. The Underwriter shall cause Pattxx Xxxgx XXX to deliver a copy of their counsel, Xxxxx & XxXxxxx LLPthe Blue Sky Survey to the Corporation.

Payment of Expenses. The Whether or not the Conversion is completed or the sale, issuance and exchange of the Shares by the Holding Company is consummated, the Primary Parties will pay for all their expenses incidental incident to the performance of its obligations under this Agreement, including but not limited to, the expenses of without limitation: (ia) the printing preparation and filing of the Applications and Registration Statement as originally filed and of each amendment thereto, Statement; (iib) the preparation, issuance printing, filing, delivery and delivery mailing of the certificate(sRegistration Statement, including the Prospectus, and all documents related to the Offering and proxy solicitation; (c) all filing fees and expenses in connection with the qualification or registration of the Shares for offer and sale by the Senior NotesHolding Company under the securities or “blue sky” laws, (iii) the including without limitation filing fees, reasonable legal fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith therewith, and in connection with the preparation of any a blue sky survey law survey; (such d) the filing fees of FINRA related to KBW’s fairness filing under Rule 5110 of FINRA; (e) fees and disbursements expenses related to the preparation of the independent appraisal; (f) fees and expenses related to printing, data processing, auditing, accounting and other services; (g) all expenses relating to advertising, temporary personnel, investor meetings and the stock information center; and (h) transfer agent fees and costs of preparation and distribution of stock certificates. In the event that KBW incurs any expenses described above on behalf of the Primary Parties, the Primary Parties will pay or reimburse KBW for such expenses regardless of whether the Conversion is successfully completed, and such reimbursements will not be included in the expense limitations set forth below in this Section 9. The Primary Parties also agree to reimburse KBW for reasonable out-of-pocket expenses, including legal fees and expenses, incurred by KBW in connection with the services hereunder, subject to the limitations provided below. KBW will not incur reimbursable legal fees (including counsel’s reasonable out-of-pocket expenses) in excess of $75,000. KBW will not incur actual accountable reimbursable out-of-pocket expenses in excess of $25,000 in the Offering. The Primary Parties acknowledge, however, that such limitations on fees and expenses may be increased by the mutual consent of the Mid-Tier Holding Company and KBW in the event of a material delay in the Offering, which requires material additional work by KBW’s counsel or an update of the financial information contained in the Prospectus to reflect a period later than set forth in the financial statements in the original Registration Statement; provided that under such circumstances, KBW will not incur additional out-of-pocket expenses in excess of $10,000 or additional reimbursable legal fees in excess of $15,000 and that the aggregate of all reimbursable expenses and legal fees for the Offering shall not exceed $3,500), (v) the printing and delivery 125,000. In addition to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectusexpenses set forth in this Section 9, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) Primary Parties will also reimburse the printing and delivery Agent an amount not to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel exceed $5,000 for the Trustee Agent’s reasonable out-of-pocket expenses incurred in connection with the Indenture conversation agent services to be performed by the Agent under this Agreement. In the event that the Holding Company is required to resolicit subscribers for Offer Shares in the Subscription Offering and Community Offering and KBW is required to provide significant additional conversion agent services in connection with such a resolicitation, the Senior Notes, (ix) any fees payable Primary Parties will reimburse the Agent an amount not to exceed $10,000 for the Agent’s additional reasonable out-of-pocket conversion agent expenses incurred in connection with the rating resolicitation. Not later than two (2) days prior to the Closing Date, KBW will provide the Bank with a detailed accounting of all reimbursable expenses of KBW and its counsel to be paid at the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPClosing.

Payment of Expenses. The Whether or not the Conversion is completed or the sale of the Shares by the Holding Company is consummated, the Primary Parties will pay for all their expenses incidental incident to the performance of its obligations under this Agreement, including but not limited to, the expenses of without limitation: (ia) the printing preparation and filing of the Applications and Registration Statement as originally filed and of each amendment thereto, Statement; (iib) the preparation, issuance printing, filing, delivery and delivery mailing of the certificate(sRegistration Statement, including the Prospectus, and all documents related to the Offering and the proxy solicitation; (c) all filing fees and expenses in connection with the qualification or registration of the Shares for offer and sale by the Senior NotesHolding Company under the securities or “blue sky” laws, (iii) the including without limitation filing fees, reasonable legal fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith therewith, and in connection with the preparation of any a blue sky survey law survey; (such d) the filing fees of FINRA related to the Agent’s fairness filing under Rule 5110 promulgated by FINRA; (e) fees and disbursements expenses related to the preparation of the Appraisal; (f) fees and expenses related to providers providing printing, data processing, auditing, accounting and other services; (g) all expenses relating to advertising, temporary personnel, investor meetings and the stock information center; and (h) transfer agent fees and costs of preparation and distribution of stock certificates. The Primary Parties also agree to reimburse the Agent for reasonable out-of-pocket expenses, including legal fees and expenses and expenses incurred in connection with the Syndicated Community Offering, incurred by the Agent in connection with the services hereunder. The Agent will not incur reimbursable legal fees (including counsel’s out-of-pocket expenses) in excess of $80,000. The Agent will not incur actual accountable reimbursable out-of-pocket expenses in excess of $20,000 in the Subscription and Community Offerings and in excess of $20,000 in the Syndicated Community Offering. In the event that the Agent incurs any expenses on behalf of the Primary Parties, the Primary Parties will pay or reimburse the Agent for such expenses regardless of whether the Conversion is successfully completed, and such reimbursements will not be included in the expense limitations set forth in this paragraph. The Primary Parties acknowledge, however, that such limitations on expenses and legal fees may be increased by the mutual consent of the Holding Company and the Agent in the event of delay in the Offering, a delay as a result of circumstances requiring material additional work by the Agent or its counsel or an update of the financial information contained in the Prospectus to reflect a period later than set forth in the financial statements in the original Registration Statement, provided that under such circumstance, the Agent will not incur any additional accountable reimbursable out-of-pocket expenses in excess of $10,000 or additional reimbursable legal fees in excess of $20,000 and that the aggregate of all reimbursable out-of-pocket expenses, including expenses incurred in connection with the Syndicated Community Offering, and legal fees shall not exceed $3,500), 150,000. Not later than two (v2) the printing and delivery days prior to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing ProspectusClosing Date, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) Agent will provide the printing and delivery to the Underwriters Bank with a detailed accounting of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and all reimbursable expenses of the Trustee, including Agent and its counsel to be paid at the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPClosing.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) certificates for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx Xxxxxx & XxXxxxx Xxxxxxxx LLP.

Payment of Expenses. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will hereby agrees to pay all costs and expenses incidental incident to the performance of its the obligations under this Agreementof the Company hereunder, including but not limited to, the expenses of following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Notes under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement as originally filed Statements, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of each amendment theretocopies thereof to the Underwriters, the Independent Underwriter and dealers; (ii) the preparationcost of producing the Blue Sky Memoranda, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) all expenses in connection with the qualification of the Senior Notes for offering and sale in such jurisdictions in Europe or under state securities or Blue Sky laws as provided in accordance with the provisions of Section 4(c4(e) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee Underwriters and the Independent Underwriter in connection with such qualification and in connection with the Indenture Blue Sky survey; (iii) all fees and expenses in connection with the Senior inclusion of the Notes in the book-entry system of Euroclear and Clearstream and, if applicable, The Depository Trust Company; (iv) all travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Notes, ; (ixv) fees paid to rating agencies in connection with the Notes; (vi) any fees payable in qualifying the Notes for trading on the Euro MTF market of Luxembourg Stock Exchange and any expenses incidental thereto (including the fees and disbursements of counsel for the Underwriter in connection with therewith and the rating fees and expenses of the Senior Luxembourg listing agent) and (vii) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters and the Independent Underwriter in connection with, securing any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Notes, . The Company also will pay or cause to be paid: (xi) the cost of preparing certificates for the Notes; (ii) the cost and charges of any transfer agent or registrar, ; and (xiiii) all other costs and expenses incident to the cost performance of qualifying its obligations hereunder which are not otherwise specifically provided for in this Section 5. All amounts payable by the Senior Notes with The Depository Trust CompanyCompany under this Agreement shall be exclusive of value added tax or any similar taxes (“V.A.T.”). Except as otherwise provided in Section 10 hereof, All amounts charged by the Underwriters shall pay all other expenses incurred by them in connection with their offering of or for which the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPUnderwriters are to be reimbursed will include V.A.T. where appropriate.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of counsel for the Underwriters (including the fees and disbursements referred to in (iv) below) and the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the TrusteeTrustee and the Calculation Agent, including the fees and disbursements of counsel for the Trustee and the Calculation Agent in connection with the Calculation Agent Agreement, the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPNotes.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, (xi) the fees payable in connection with the listing of the Notes with the NYSE and (xixii) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes Notes, including fees and disbursements of their counsel, Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP.

Payment of Expenses. The Company Sellers will pay all expenses incidental incident to the performance of its their obligations under this Agreement, including but not limited to, the expenses of (i) the printing (or other reproducing) and filing of the Registration Statement as originally filed and of each amendment thereto, thereto (other than amendments relating to the filing of Computational Materials pursuant to Section 10); (ii) the reproducing of the Basic Documents; (iii) the preparation, printing, issuance and delivery of the certificate(s) certificates for the Senior Notes, DTC Certificates to the Underwriters; (iiiiv) the fees and disbursements of (A) the Company’s Underwriters' counsel, (B) KPMG Peat Marwick, accountants for the Company and issuer of the comfort letter, (C) the Trustee and its counsel and accountants, (ivD) DTC in connection with the book-entry registration of the DTC Certificates; (v) the qualification of the Senior Notes Offered Certificates under state securities laws in accordance with the provisions of Section 4(c3(f) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey the Blue Sky Survey; (such fees and disbursements of counsel shall not exceed $3,500), (vvi) the printing (or other reproducing) and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto thereto, of each preliminary prospectus and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, ; (vivii) the printing fees charged by each of Xxxxx'x Investors Service, Inc. ("Moody's") and Duff & Xxxxxx Credit Rating Co. ("Duff & Xxxxxx") for rating the Offered Certificates; and (viii) the reproducing and delivery to the Underwriters of copies of any blue sky surveythe Blue Sky Survey. If this Agreement is terminated by the Representative, (vii) the fee as representative of the Financial Industry Regulatory AuthorityUnderwriters in accordance with the provisions of Section 5 or Section 9(a)(i), Inc. in connection with its review the Sellers shall reimburse the Underwriters severally for all of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trusteetheir reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPUnderwriters.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx Xxxxxx & XxXxxxx Xxxxxxxx LLP.

Payment of Expenses. (a) The Company Offerors jointly and severally will pay and bear all costs and expenses incidental incident to the performance of its and the Trust's obligations under this Agreement, including but not limited to, the expenses of (ia) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and of each amendment as amended, all amendments thereto, all preliminary prospectuses, the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to the Underwriter, (iib) the preparation, printing and distribution of this Agreement, the Preferred Securities and the Blue Sky Survey, (c) the issuance and delivery of the certificate(s) for Preferred Securities to the Senior NotesUnderwriter, including any transfer taxes payable upon the sale of the Preferred Securities to the Underwriter, (iiid) the fees and disbursements of the Company’s 's counsel and accountants, (ive) Nasdaq Stock Market filing fees, (f) fees and disbursements of Jenkens & Gilcxxxxx, X.C. in connection with the Blue Sky Survey, (g) the qualification of the Senior Notes Preferred Securities under the applicable securities laws in accordance with the provisions of Section 4(c3(f) hereof, including (h) any filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel fee for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicableOffering with the NASD, (viiii) the legal fees and expenses of the Underwriter's counsel not to exceed $55,000 without the prior consent of the Company, and general out-of-pocket expenses of the Underwriter not to exceed $15,000, (j) the fees and expenses of the Indenture Trustee, including the fees and disbursements of counsel for the Trustee Indenture Trustee, in connection with the Indenture and the Senior NotesJunior Subordinated Debentures; (k) the fees and expenses of the Property Trustee and Delaware Trustee, (ix) any including the fees payable and disbursements of counsel for the Property Trustee and the Delaware Trustee, in connection with the rating Trust Agreement and the Certificate of the Senior Notes, (x) the cost and charges of any transfer agent or registrarTrust, and (xil) all other costs incident to the performance of the Offerors' obligations hereunder. If (i) the cost Closing Time does not occur on or before September 30, 1998 or (ii) the Company abandons or terminates the Offering, or (iii) this Agreement is terminated by the Underwriter in accordance with the provisions of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof5 or 9(a), the Underwriters Company shall pay all other expenses incurred by them reimburse the Underwriter for its reasonable out-of-pocket expenses, as set forth in connection with their offering of this Section 4, including the Senior Notes including reasonable fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPcounsel for the Underwriter.

Payment of Expenses. (a) The Company will agrees to pay all expenses incidental to the performance of its obligations under this Agreement, including including, but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx Dewey Ballantine LLP, counsel for the Underwriters, in connection therewith connectxxx xxxxxxxxx and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will Companies agree to pay all the following expenses incidental incident to the performance of its the Companies’ obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment all amendments thereto, (ii) the duplication and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of this Agreement, (iii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iiiiv) the fees and disbursements of Xxxxx Xxxxxxxxxx LLP, counsel to the Company’s counsel and accountantsCompanies, (ivv) the fees and disbursements of [Accountant], accountants of the Companies, (vi) the qualification of the Senior Notes under securities and Blue Sky laws and the determination of the eligibility of the Notes for investment in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for to the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)Blue Sky survey, (vvii) the printing and delivery to the Underwriters in such quantities as the Underwriters may reasonably request, of copies of the Registration Statement as originally filed and of each amendment thereto Prospectus and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, all amendments and any amendments or supplements thereto, and of any Blue Sky survey, (viviii) the printing duplication and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of any blue sky surveythe Sale and Servicing Agreement, the Indenture, the Trust Agreement and the other transaction documents, (viiix) the fee of fees charged by nationally recognized statistical rating agencies for rating the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicableNotes, (viiix) the fees and expenses of the TrusteeTrustee and its counsel, (xi) the fees and expenses of the Owner Trustee and its counsel [and (xii) the fees and expenses of the Note Insurer and its counsel]. If this Agreement is terminated by the Representative in accordance with the provisions of Section 7, the Companies shall reimburse the Representative for all reasonable third-party out-of-pocket expenses, including the reasonable fees and disbursements of counsel for , the Trustee in connection with Representative’s counsel. The Underwriters agree to pay the Indenture and expenses of incident to the Senior Notes, (ix) any fees payable in connection with the rating performance of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPUnderwriters’ obligations under this Agreement.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its each Offerors' obligations under this Agreement, including but not limited to, the expenses of and will pay: (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) certificates for the Senior NotesCapital Securities, (iii) the fees and disbursements of the Company’s 's and the Trust's counsel and accountants, (iv) the qualification of the Senior Capital Securities, the Capital Securities Guarantee and the Junior Subordinated Notes under securities laws in accordance with the provisions of Section 4(c3(f) hereof, including filing fees and the reasonable fees and disbursements of Stroock & Stroock & Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)survey, (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto thereto, of each preliminary prospectus, and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of (the offering contemplated by this Agreement"NASD"), if applicable, (viii) the fees and expenses of the Debt Trustee, including the fees and disbursements of counsel for the Debt Trustee in connection with the Indenture and the Senior Junior Subordinated Notes, (ix) the fees and expenses of the Property Trustee, the Delaware Trustee and the Guarantee Trustee, including the fees and disbursements of counsel for the Delaware Trustee in connection with the Declaration and the Certificate of Trust; (x) any fees payable in connection with the rating of the Senior Capital Securities and Junior Subordinated Notes, ; (xxi) the cost and charges of any transfer agent or registrar; (xii) the fees and expenses incurred in connection with the listing of the Capital Securities and, if applicable, the Junior Subordinated Notes on the New York Stock Exchange; and (xixiii) the cost of qualifying the Senior Notes Capital Securities with The Depository Trust CompanyDTC. Except as otherwise provided If this Agreement is terminated by the Representative in accordance with the provisions of Section 10 5 or Section 7 hereof, the Company shall reimburse the Underwriters shall pay for all other expenses incurred by them in connection with of their offering of <Page> 11 reasonable out-of-pocket expenses, including the Senior Notes including reasonable fees and disbursements of their counselStroock & Stroock & Xxxxx LLP, Xxxxx & XxXxxxx LLPcounsel for the Underwriters.

Payment of Expenses. The Company will pay and bear all costs and expenses incidental incident to the performance of its and the Trust's obligations under this Agreement, including but not limited to, the expenses of (ia) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and of each amendment as amended, the preliminary prospectuses and the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to the Underwriters, (iib) the preparation, printing and distribution of this Agreement, the Preferred Securities and the Blue Sky Survey, (c) the issuance and delivery of the certificate(s) for Preferred Securities to the Senior NotesUnderwriters, including any transfer taxes payable upon the sale of the Preferred Securities to the Underwriters, (iiid) the fees and disbursements of the Company’s 's counsel and accountants, (ive) NASD filing fees, (f) fees and disbursements of counsel to the Underwriters in connection with the Blue Sky Survey, (g) the qualification of the Senior Notes Preferred Securities under the applicable securities laws in accordance with Section 3(f) and any filing fee for review of the provisions of Section 4(coffering with the NASD, (h) hereof, including filing the legal fees and expenses (other than those applicable to the reasonable fees and disbursements Blue Sky Survey) of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey ' counsel (such counsel's fees and disbursements of counsel shall not exceed $3,500)____________) and general out-of-pocket expenses of the Underwriters not to exceed $____________, (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viiii) the fees and expenses of the Indenture Trustee, including the fees and disbursements of counsel for the Trustee Indenture Trustee, in connection with the Indenture and the Senior NotesJunior Subordinated Debentures; (j) the fees and expenses of the Property Trustee and Delaware Trustee, (ix) any including the fees payable and disbursements of counsel for the Property Trustee and the Delaware Trustee, in connection with the rating Trust Agreement and the Certificate of the Senior Notes, (x) the cost and charges of any transfer agent or registrarTrust, and (xik) all other costs incident to the performance of the Offerors' obligations hereunder. If (i) the cost Closing Time does not occur on or before ____________, 1997, (ii) the Company abandons or terminates the Offering, or (iii) this Agreement is terminated by the Underwriters in accordance with the provisions of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof5 or 11(a), the Company shall reimburse the Underwriters shall pay for all other expenses incurred by them their reasonable out-of-pocket expenses, as set forth in connection with their offering of this Section 4, including the Senior Notes including reasonable fees and disbursements of their counsel for the Underwriters, but excluding fees associated with the Blue Sky Survey, which shall be paid directly to the Underwriters' counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its each Offeror's obligations under this Agreement, including including, but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, ; (ii) the printing of this Agreement and the Pricing Agreement; (iii) the preparation, issuance and delivery of the certificate(s) certificates for the Senior Notes, Preferred Securities to the Underwriters; (iiiiv) the fees and disbursements of the Company’s 's and the Trust's counsel and accountants, ; (ivv) the qualification of the Senior Notes Preferred Securities and Subordinated Debt Securities under securities laws in accordance with the provisions of Section 4(c3(e) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey and any legal investment survey; (such fees and disbursements of counsel shall not exceed $3,500), (vvi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto thereto, of each preliminary prospectus, and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, ; (vivii) the printing and delivery to the Underwriters of copies of any blue sky survey and any legal investment survey, ; (viiviii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, Inc.; (viiiix) the fees and expenses of the Debt Trustee, including the fees and disbursements of counsel for the Debt Trustee in connection with the Indenture and the Senior NotesSubordinated Debt Securities; (x) the fees and expenses of the Property Trustee and Delaware Trustee, including the fees and disbursements of counsel for the Property Trustee and Delaware Trustee in connection with the Declaration and the Certificate of Trust; (ixxi) any fees payable in connection with the rating of the Senior NotesPreferred Securities and Subordinated Debt Securities; (xii) the fees and expenses incurred in connection with the listing of the Preferred Securities and, if applicable, the Subordinated Debt Securities on the [New York Stock Exchange]; (xxiii) the cost and charges of any transfer agent or registrar, ; and (xixiv) the cost of qualifying the Senior Notes Preferred Securities with The Depository Trust Company. Except as otherwise provided If this Agreement is terminated by the Representative in accordance with the provisions of Section 10 5 or Section 9 hereof, the Company shall reimburse the Underwriters shall pay for all other expenses incurred by them in connection with of their offering of reasonable out-of-pocket expenses, including the Senior Notes including reasonable fees and disbursements of their counselcounsel for the Underwriters, Xxxxx & XxXxxxx LLPwhich shall not exceed the amount set forth in the applicable Terms Agreement.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including including, but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notesshares of Preferred Stock to the Underwriters, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes Preferred Stock under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, (ix) the fees to rating agencies in connection with rating the Preferred Stock and (xix) the cost of qualifying the Senior Notes Preferred Stock with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them it in connection with their its offering of the Senior Notes Preferred Stock including fees and disbursements of their its counsel, Xxxxx & XxXxxxx Dewey Ballantine LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the TrusteeTrustee and the Calculation Agent, including the fees and disbursements of counsel for the Trustee and the Calculation Agent in connection with the Indenture Indenture, the Calculation Agent Agreement and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx Hunton & XxXxxxx Xxxxxxxx LLP.

Payment of Expenses. The Except as otherwise may be agreed in writing by the Offerors and the Representatives, the Company will pay all expenses incidental to the performance of its each Offeror's obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior NotesPreferred Securities to the Underwriters, (iii) the fees and disbursements of the Company’s 's and the Trust's counsel and accountants, (iv) the qualification of the Senior Notes Preferred Securities and, to the extent required or advisable, the Guarantee and the Junior Subordinated Notes, under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing the Preliminary Supplemented Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Debt Trustee, including the fees and disbursements of counsel for the Debt Trustee in connection with the Indenture and the Senior Junior Subordinated Notes, (ix) the fees and expenses of the Delaware Trustee, the Property Trustee and the Guarantee Trustee, including the fees and disbursements of counsel for the Delaware Trustee in connection with the Trust Agreement and the related Certificate of Trust, (x) the fees and disbursements of Delaware counsel to the Trust, (xi) any fees payable in connection with the rating of the Senior Preferred Securities and Junior Subordinated Notes, (xxii) the fees and expenses incurred in connection with the listing of the Preferred Securities and, if applicable, the Junior Subordinated Notes, on the New York Stock Exchange, (xiii) the cost and charges of any transfer agent or registrar, registrar and (xixiv) the cost of qualifying the Senior Notes Preferred Securities with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes Preferred Securities, including fees and disbursements of their counsel, Xxxxx & XxXxxxx Dewey Ballantine LLP.

Payment of Expenses. The Company and the Guarantor will pay all expenses incidental to the performance of its their obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior NotesSecurities, (iii) the fees and disbursements of the Company’s and the Guarantor’s counsel and accountants, (iv) the qualification of the Senior Notes Securities under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Hunton Xxxxxxx Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior NotesSecurities, (ix) any fees payable in connection with the rating of the Senior NotesSecurities, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes Securities with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes Securities, including fees and disbursements of their counsel, Xxxxxx Xxxxxxx Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its each Offerors' obligations under this Agreement, including but not limited to, the expenses of and will pay: (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the copying of this Agreement, (iii) the preparation, issuance and delivery of the certificate(s) certificates for the Senior NotesCapital Securities, including capital duties, stamp duties and transfer taxes, if any, payable upon issuance of any of the Securities, the sale of the Securities, (iiiiv) the fees and disbursements of the Company’s 's and the Trust's counsel and accountants, (ivv) the qualification of the Senior Capital Securities, the Capital Securities Guarantee and the Junior Subordinated Notes under applicable securities laws in accordance with the provisions of Section 4(c3(f) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx Xxxxxxxx & XxXxxxx Xxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)survey, (vvi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto thereto, of each preliminary prospectus, and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vivii) the printing and delivery to the Underwriters of copies of any blue sky survey, (viiviii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this AgreementNASD, if applicable, (viiiix) the fees and expenses of the Debt Trustee, including the fees and disbursements of counsel for the Debt Trustee in connection with the Indenture and the Senior Junior Subordinated Notes, (x) the preparation, printing, reproduction and delivery to the Underwriters of copies of the Indenture, (ix) the fees and expenses of the Property Trustee, the Delaware Trustee and the Guarantee Trustee, including the fees and disbursements of counsel for the Delaware Trustee in connection with the Declaration and the Certificate of Trust, (xii) any fees payable in connection with the rating of the Senior Capital Securities and Junior Subordinated Notes, (xxiii) the cost and charges of any transfer agent or registrar, (xiv) the fees and expenses incurred in connection with the listing of the Capital Securities and, if applicable, the Junior Subordinated Notes on the London Stock Exchange, and (xixv) the cost of qualifying the Senior Notes Capital Securities with The Depository Trust Companythe applicable securities depository or depositories. Except as otherwise provided If this Agreement is terminated by the Representative in accordance with the provisions of Section 10 5 or Section 7 hereof, the Company shall reimburse the Underwriters shall pay for all other expenses incurred by them in connection with of their offering of reasonable out‑of‑pocket expenses, including the Senior Notes including reasonable fees and disbursements of their counselXxxxxxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxx LLPcounsel for the Underwriters.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriter in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters Underwriter of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters Underwriter of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters Underwriter shall pay all other expenses incurred by them it in connection with their its offering of the Senior Notes including fees and disbursements of their its counsel, Xxxxx & XxXxxxx Dewey Ballantine LLP.

Payment of Expenses. The Company will Seller, the Subservicers and HFC jointly and severally agree to pay all expenses incidental incident to the performance of its their obligations under this Agreement, including but not limited to, the expenses of without limitation those related to (i) the printing and filing of the Registration Statement as originally filed and of each amendment all amendments thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior NotesCertificates, (iii) the fees and disbursements of Sidley & Austin, as special counsel for the Company’s counsel Seller and accountantsHFC, and Arthxx Xxxexxxx XXX, accountants of the Seller and HFC, (iv) the qualification of the Senior Notes Class A Certificates under securities and Blue Sky laws and the determination of the eligibility of the Class A Certificates for investment in accordance with the provisions of Section 4(csubsection 6(f) hereof, including filing fees fees, and the reasonable fees and disbursements of Xxxxx Brown & XxXxxxx Wood LLP, as counsel for the UnderwritersUnderwriters (not to exceed $28,000, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)Blue Sky Survey, (v) the printing and delivery to the Underwriters Underwriters, in such quantities as you may reasonably request, of copies of the Registration Statement as originally filed and Prospectus and all amendments and supplements thereto, and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements theretoBlue Sky Survey, (vi) the printing and delivery to the Underwriters Underwriters, in such quantities as you may reasonably request, of copies of any blue sky surveythe Pooling and Servicing Agreement and the Insurance Agreement, (vii) the fee of fees charged by nationally recognized statistical rating agencies for rating the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicableClass A Certificates, (viii) the fees and expenses of the TrusteeTrustee and its counsel and (ix) the fees and expenses of the Certificate Insurer and its counsel. If this Agreement is terminated by you in accordance with the provisions of Section 7, the Seller, the Subservicers and HFC shall reimburse you for all reasonable out-of-pocket expenses, including the fees and disbursements of Brown & Wood LLP, as counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPUnderwriters.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the UnderwritersUnderwriter, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters Underwriter of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters Underwriter of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters Underwriter shall pay all other expenses incurred by them it in connection with their its offering of the Senior Notes Notes, including fees and disbursements of their its counsel, Xxxxx & XxXxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including including, but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx Xxxxxxxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx Xxxxxxxxxx LLP.. NY1 1072439v7

Payment of Expenses. The Company will Seller, the Credit Line Owners and HFC jointly and severally agree to pay all expenses incidental incident to the performance of its their obligations under this Agreement, including but not limited to, the expenses of without limitation those related to (i) the printing and filing of the Registration Statement as originally filed and of each amendment all amendments thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of Kattxx Xxxxxx & Xavis, as special counsel for the Company’s counsel Seller and accountantsHFC, and Arthxx Xxxexxxx XXX, accountants of the Seller and HFC, (iv) the qualification of the Senior Class A Notes under securities and Blue Sky laws and the determination of the eligibility of the Class A Notes for investment in accordance with the provisions of Section 4(c6(f) hereof, including filing fees fees, and the reasonable fees and disbursements of Xxxxx Browx & XxXxxxx Xood LLP, as counsel for the UnderwritersUnderwriters (not to exceed $28,000), in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)Blue Sky Survey, (v) the printing and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of the Registration Statement as originally filed and Prospectus and all amendments and supplements thereto, and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements theretoBlue Sky Survey, (vi) the printing and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of any blue sky survey, the Basic Documents and (vii) the fee of fees charged by nationally recognized statistical rating agencies for rating the Financial Industry Regulatory AuthorityNotes, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, and (viii) the fees and expenses of the Deposit Trustee, the Indenture Trustee and the Owner Trustee and their counsel, respectively. If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 7, the Seller, the Credit Line Owners and HFC shall reimburse the Underwriters for all reasonable out-of-pocket expenses, including the fees and disbursements of Browx & Xood XXX, as counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPUnderwriters.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its each Offerors obligations under this Agreement, including but not limited to, the expenses of and will pay for: (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) certificates for the Senior NotesCapital Securities, (iii) the fees and disbursements of the Company’s 's and the Trust's counsel and accountantsaccountants and counsel to the Underwriter, (iv) the qualification of the Senior Notes Capital Securities, the Capital Securities Guarantee and the Junior Subordinated Debt Securities under securities laws in accordance with the provisions of Section 4(c3(f) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and expenses incurred in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)survey, (v) the printing and delivery to the Underwriters Underwriter of copies of the Registration Statement as originally filed and of each amendment thereto thereto, of each preliminary prospectus, and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters Underwriter of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this AgreementNASD, if applicable, (viii) the fees and expenses of the Indenture Trustee, including the fees and disbursements of counsel for the Indenture Trustee in connection with the Indenture and the Senior NotesJunior Subordinated Debt Securities, (ix) any the fees payable and expenses of the Property Trustee, and the Guarantee Trustee, including the fees and disbursements of counsel for the Property Trustee in connection with the rating Declaration and the Certificate of the Senior Notes, Trust; (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes Capital Securities with The Depository Trust CompanyDTC. Except as otherwise provided If this Agreement is terminated by the Underwriter in accordance with the provisions of Section 10 5 or Section 9 hereof, the Underwriters Company shall pay reimburse the Underwriter for all other expenses incurred by them in connection with their offering of its reasonable out-of-pocket expenses, including the Senior Notes including reasonable fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPcounsel for the Underwriter.

Payment of Expenses. The Company HMFC will pay all expenses incidental incident to the performance of its obligations under transactions contemplated by this Agreement, including but whether or not limited tothe transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, the expenses of including: (ia) the preparation, printing and filing distribution of the Registration Statement as originally filed Statement, the Preliminary Prospectus and of the Prospectus Supplement and each amendment theretoor supplement thereto and delivery of copies thereof to the Underwriters, (iib) the preparation of this Agreement, (c) the preparation, issuance and delivery of the certificate(s) for Notes to the Senior NotesUnderwriters (or any appointed clearing organizations), (iiid) the fees and disbursements of HMFC’s and the CompanyDepositor’s counsel and accountants, (ive) the qualification of the Senior Notes under state securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for to the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky Blue Sky survey (such including the printing and delivery thereof to the Underwriters), (f) any fees charged by rating agencies for the rating (or consideration of the rating) of the Notes, (g) the fees and expenses incurred with respect to any filing with, and review by, DTC or any similar organizations, (h) the fees and disbursements of counsel shall not exceed $3,500)the Indenture Trustee and its counsel, if any, (vi) the printing fees and delivery to the Underwriters of copies disbursements of the Registration Statement as originally filed Owner Trustee and of each amendment thereto and of the Pricing Prospectusits counsel, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements theretoif any, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viiij) the fees and expenses of Rxxxxxxx Xxxxxx & Finger, Delaware counsel to the TrusteeTrust, (k) the reasonable fees and expenses of HMFC’s and the Depositor’s counsel and (l) any costs reimbursed to the Underwriters under section 6(g) above. To the extent that the transactions contemplated by this agreement are consummated, HMFC shall only pay the fees and expenses described in clauses (a) through (l) to the extent that such fees and expenses exceed $192,000 and the Underwriters shall pay such fees and expenses in an aggregate amount of up to $192,000 on the Closing Date. In addition, if for any reason the purchase of the Notes by the Underwriters is not consummated (other than pursuant to Section 11 hereof), HMFC will reimburse the Representative and the Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of counsel for to the Trustee in connection with the Indenture Representative and the Senior Notes, (ixUnderwriters) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their the offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPNotes.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its each Offerors' obligations under this Agreement, including but not limited to, the expenses of and will pay: (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) certificates for the Senior NotesPreferred Securities and the Common Stock, (iii) the fees and disbursements of the Company’s 's and the Trust's counsel and accountantsaccountants and counsel to the Underwriter, (iv) the qualification of the Senior Notes Preferred Securities, the Preferred Securities Guarantee, the Junior Subordinated Debt Securities and the Common Stock under securities laws in accordance with the provisions of Section 4(c3(f) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and expenses incurred in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)survey, (v) the printing and delivery to the Underwriters Underwriter of copies of the Registration Statement as originally filed and of each amendment thereto thereto, of each preliminary prospectus, and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters Underwriter of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this AgreementNASD, if applicable, (viii) the fees and expenses of the Indenture Trustee, including the fees and disbursements of counsel for the Indenture Trustee in connection with the Indenture and the Senior NotesJunior Subordinated Debt Securities, (ix) any the fees payable and expenses of the Property Trustee and the Guarantee Trustee, including the fees and disbursements of counsel for the Property Trustee in connection with the rating Declaration and the Certificate of the Senior Notes, Trust; (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes Preferred Securities with The Depository Trust CompanyCompany ("DTC"). Except as otherwise provided If this Agreement is terminated by the Underwriter in accordance with the provisions of Section 10 5 or Section 9 hereof, the Underwriters Company shall pay reimburse the Underwriter for all other expenses incurred by them in connection with their offering of its reasonable out-of-pocket expenses, including the Senior Notes including reasonable fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPcounsel for the Underwriter.

Payment of Expenses. The Company will Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to reimburse the Underwriters for their reasonable out-of-pocket expenses incurred in connection with the performance of their obligations under this Agreement and the Agency Agreement; provided, however, that such expenses shall not exceed $140,000 without the prior approval of the Wxxxxxx Penn Parties. All fees and expenses to which the Underwriters are entitled to reimbursement under this paragraph of this Section 4 shall be due and payable upon receipt by the Wxxxxxx Penn Parties of a written accounting therefor, to the reasonable satisfaction of the Wxxxxxx Penn Parties, setting forth in reasonable detail the expenses incurred by the Underwriters. The Underwriters acknowledge and agree that the dollar amount of expenses specified above are inclusive of the expenses incurred in connection with the Subscription and Community Offering. The Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to pay all expenses incidental incident to the performance of its their obligations under this Agreement, including but not limited to, the expenses of to (i) the printing cost of obtaining all securities and bank regulatory approvals, including any required FINRA or other filing of the Registration Statement as originally filed and of each amendment theretofees, (ii) the preparation, issuance cost of printing and delivery of distributing the certificate(s) for the Senior NotesPublic Offering materials, (iii) the costs of Blue Sky qualification (including fees and expenses of Blue Sky counsel) of the Shares in the various states, (iv) the fees and expenses incurred in connection with obtaining the listing of the Securities and the Exchange Securities on the Nasdaq Capital Market, and (v) all fees and disbursements of the Company’s counsel counsel, accountants and accountants, (iv) other advisors. In the qualification of event the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith and in connection with the preparation of Underwriters incur any blue sky survey (such fees and disbursements expenses on behalf of counsel shall not exceed $3,500)the Company or the Bank, (v) the printing and delivery to Bank will reimburse the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the for such fees and expenses of whether or not the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPPublic Offering is consummated.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the TrusteeTrustee and the Calculation Agent, including the fees and disbursements of counsel for the Trustee and the Calculation Agent in connection with the Calculation Agent Agreement, the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, registrar and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx Dewey Ballantine LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriter in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters Underwriter of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing the Preliminary Supplemented Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters Underwriter of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, (xi) the premium payable to the Insurer in connection with the issuance of the Insurance Policy, and (xixii) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters Underwriter shall pay all other expenses incurred by them it in connection with their its offering of the Senior Notes including fees and disbursements of their its counsel, Xxxxx & XxXxxxx Xxxxxxxxxx LLP.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including including, but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notesshares of Preference Stock to the Underwriters, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes Preference Stock under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior NotesPreference Stock, (xix) the cost and charges of any transfer agent or registrar, registrar and (xix) the cost of qualifying the Senior Notes Preference Stock with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes Preference Stock, including fees and disbursements of their counsel, Xxxxx & XxXxxxx Xxxxxxxxxx LLP.

Payment of Expenses. The Company will Seller, the Credit Line Owners and HFC jointly and severally agree to pay all expenses incidental incident to the performance of its their obligations under this Agreement, including but not limited to, the expenses of without limitation those related to (i) the printing and filing of the Registration Statement as originally filed and of each amendment all amendments thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of Xxxxxx Xxxxxx & Xxxxx, as special counsel for the Company’s counsel Seller and accountantsHFC, and Xxxxxx Xxxxxxxx LLP, accountants of the Seller and HFC, (iv) the qualification of the Senior Class A Notes under securities and Blue Sky laws and the determination of the eligibility of the Class A Notes for investment in accordance with the provisions of Section 4(c6(f) hereof, including filing fees fees, and the reasonable fees and disbursements of Xxxxx Brown & XxXxxxx Wood LLP, as counsel for the UnderwritersUnderwriters (not to exceed $28,000), in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)Blue Sky Survey, (v) the printing and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of the Registration Statement as originally filed and Prospectus and all amendments and supplements thereto, and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements theretoBlue Sky Survey, (vi) the printing and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of any blue sky survey, the Basic Documents and (vii) the fee of fees charged by nationally recognized statistical rating agencies for rating the Financial Industry Regulatory AuthorityNotes, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, and (viii) the fees and expenses of the Deposit Trustee, the Indenture Trustee and the Owner Trustee and their counsel, respectively. If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 7, the Seller, the Credit Line Owners and HFC shall reimburse the Underwriters for all reasonable out-of-pocket expenses, including the fees and disbursements of Brown & Wood LLP, as counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPUnderwriters.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its each Offeror's obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior NotesPreferred Securities to the Underwriters, (iii) the fees and disbursements of the Company’s 's and the Trust's counsel and accountants, (iv) the qualification of the Senior Notes Preferred Securities and, to the extent required or advisable, the Guarantee and the Junior Subordinated Notes, under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Debt Trustee, including the fees and disbursements of counsel for the Debt Trustee in connection with the Indenture and the Senior Junior Subordinated Notes, (ix) the fees and expenses of the Delaware Trustee, the Property Trustee and the Guarantee Trustee, including the fees and disbursements of counsel for the Delaware Trustee in connection with the Trust Agreement and the related Certificate of Trust, (x) the fees and disbursements of Delaware counsel to the Trust, (xi) any fees payable in connection with the rating of the Senior Preferred Securities and Junior Subordinated Notes, (xxii) the fees and expenses incurred in connection with the listing of the Preferred Securities and, if applicable, the Junior Subordinated Notes on the New York Stock Exchange, (xiii) the cost and charges of any transfer agent or registrar, registrar and (xixiv) the cost of qualifying the Senior Notes Preferred Securities with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes Preferred Securities, including fees and disbursements of their counsel, Xxxxx & XxXxxxx Dewey Ballantine LLP.

Payment of Expenses. The Whether or not the Conversion is completed or the sale, issuance and exchange of the Shares by the Holding Company is consummated, the Primary Parties will pay for all their expenses incidental incident to the performance of its obligations under this Agreement, including but not limited to, the expenses of without limitation: (ia) the printing preparation and filing of the Applications and Registration Statement as originally filed and of each amendment thereto, Statement; (iib) the preparation, issuance printing, filing, delivery and delivery mailing of the certificate(sRegistration Statement, including the Prospectus, and all documents related to the Offering and proxy solicitation; (c) all filing fees and expenses in connection with the qualification or registration of the Shares for offer and sale by the Senior NotesHolding Company under the securities or “blue sky” laws, (iii) the including without limitation filing fees, reasonable legal fees and disbursements of the Company’s counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, in connection therewith therewith, and in connection with the preparation of any a blue sky survey law survey; (such d) the filing fees of FINRA related to KBW’s fairness filing under Rule 5110 of FINRA; (e) fees and disbursements expenses related to the preparation of the independent appraisal; (f) fees and expenses related to printing, data processing, auditing, accounting and other services; (g) all expenses relating to advertising, temporary personnel, investor meetings and the stock information center; and (h) transfer agent fees and costs of preparation and distribution of stock certificates. In the event that KBW incurs any expenses on behalf of the Primary Parties, the Primary Parties will pay or reimburse KBW for such expenses regardless of whether the Conversion is successfully completed, and such reimbursements will not be included in the expense limitations set forth below in this Section 9. The Primary Parties also agree to reimburse KBW for reasonable out-of-pocket expenses, including legal fees and expenses, incurred by KBW in connection with the services hereunder, subject to the limitations provided below. KBW will not incur reimbursable legal fees (excluding counsel’s reasonable out-of-pocket expenses) in excess of $85,000. KBW will not incur actual accountable reimbursable out-of-pocket expenses in excess of $20,000 in the Offering. The Primary Parties acknowledge, however, that such limitations on fees and expenses may be increased by the mutual consent of the Mid-Tier Holding Company and KBW in the event of a material delay in the Offering, which requires material additional work by KBW’s counsel or an update of the financial information contained in the Prospectus to reflect a period later than set forth in the financial statements in the original Registration Statement; provided that under such circumstances, KBW will not incur additional out-of-pocket expenses in excess of $15,000 or additional reimbursable legal fees in excess of $45,000 and that the aggregate of all reimbursable expenses and legal fees for the Offering shall not exceed $3,500), 165,000. Not later than two (v2) the printing and delivery days prior to the Underwriters Closing Date, KBW will provide the Bank with a detailed accounting of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and all reimbursable expenses of KBW and its counsel to be paid at the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPClosing.

Payment of Expenses. The Company HMFC will pay all expenses incidental incident to the performance of its obligations under transactions contemplated by this Agreement, including but whether or not limited tothe transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, the expenses of including: (ia) the preparation, printing and filing distribution of the Registration Statement as originally filed Statement, the Preliminary Prospectus and of the Prospectus Supplement and each amendment theretoor supplement thereto and delivery of copies thereof to the Underwriters, (iib) the preparation of this Agreement, (c) the preparation, issuance and delivery of the certificate(s) for Notes to the Senior NotesUnderwriters (or any appointed clearing organizations), (iiid) the fees and disbursements of HMFC’s and the CompanyDepositor’s counsel and accountants, (ive) the qualification of the Senior Notes under state securities laws in accordance with the provisions of Section 4(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for to the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky Blue Sky survey (such including the printing and delivery thereof to the Underwriters), (f) any fees charged by rating agencies for the rating (or consideration of the rating) of the Notes, (g) the fees and expenses incurred with respect to any filing with, and review by, DTC or any similar organizations, (h) the fees and disbursements of counsel shall not exceed $3,500)the Indenture Trustee and its counsel, if any, (vi) the printing fees and delivery to the Underwriters of copies disbursements of the Registration Statement as originally filed Owner Trustee and of each amendment thereto and of the Pricing Prospectusits counsel, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements theretoif any, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viiij) the fees and expenses of Rxxxxxxx Xxxxxx & Finger, Delaware counsel to the TrusteeTrust, (k) the reasonable fees and expenses of HMFC’s and the Depositor’s counsel and (l) any costs reimbursed to the Underwriters under section 6(g) above. To the extent that the transactions contemplated by this agreement are consummated, HMFC shall only pay the fees and expenses described in clauses (a) through (l) to the extent that such fees and expenses exceed $180,000 and the Underwriters shall pay such fees and expenses in an aggregate amount of up to $180,000 on the Closing Date. In addition, if for any reason the purchase of the Notes by the Underwriters is not consummated (other than pursuant to Section 11 hereof), HMFC will reimburse the Representative and the Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of counsel for to the Trustee in connection with the Indenture Representative and the Senior Notes, (ixUnderwriters) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their the offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPNotes.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior NotesJunior Subordinated Notes to the Underwriters, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Junior Subordinated Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing the Preliminary Supplemented Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Debt Trustee, including the fees and disbursements of counsel for the Debt Trustee in connection with the Indenture and the Senior Junior Subordinated Notes, (ix) any fees payable in connection with the rating of the Senior Junior Subordinated Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Junior Subordinated Notes with The Depository Trust Company. Except as otherwise provided in Section 10 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Junior Subordinated Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPDewey Ballantine.

Payment of Expenses. The Company will Depositor and HFC jointly and severally agree to pay all expenses incidental incident to the performance of its their obligations under this Agreement, including but not limited to, the expenses of without limitation those related to (i) the printing and filing of the Registration Statement as originally filed and of each amendment all amendments thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior NotesSecurities, (iii) the fees and disbursements of [Sidley Austin Brown & Wood LLP], as special counsel for the Company’s counsel Depositor and accountantsXXX, xxx [ ], axxxxntants of the Depositor and HFC, (iv) the any qualification of the Senior Class A Notes under state securities and Blue Sky laws and the determination of the eligibility of the Class A Notes for investment in accordance with the provisions of Section 4(csubsection 5(f) hereof, including filing fees fees, and the reasonable fees and disbursements of Xxxxx [Mayer, Brown, Rowe & XxXxxxx LLPMaw], as counsel for the UnderwritersUnderwriters (not to exceed $30,000), in xn connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)Blue Sky Survey, (v) the printing and delivery to the Underwriters Underwriters, in such quantities as you may reasonably request, of copies of the Registration Statement as originally filed and Prospectus and all amendments and supplements thereto, and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements theretoBlue Sky Survey, (vi) the printing and delivery to the Underwriters Underwriters, in such quantities as you may reasonably request, of copies of any blue sky surveythe Sale and Servicing Agreement, (vii) the fee of fees charged by nationally recognized statistical rating agencies for rating the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, Class A Notes and (viii) the fees and expenses of the TrusteeIndenture Trustee and the Owner Trustee and each's respective counsel. It is understood that, except as expressly provided in this Section 8, the Underwriters will pay all of their own expenses, including (i) the fees of counsel to the Underwriters, (ii) any expenses incurred in connection with the preparation and filing with the Commission of Computational Materials and Structural Term Sheets and (iii) expenses related to the overnight delivery to the Underwriters of copies of the Prospectus. If this Agreement is terminated by you in accordance with the provisions of Section 7, the Depositor, the Sellers and HFC shall reimburse you for all reasonable out-of-pocket expenses, including the fees and disbursements of [Mayer, Brown, Rowe & Maw], as counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPUnderwriters.

Payment of Expenses. The Company will pay all expenses incidental to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Senior Notes, (iii) the fees and disbursements of the Company’s 's counsel and accountants, (iv) the qualification of the Senior Notes under securities laws in accordance with the provisions of Section 4(c3(c) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx Xxxxxxxxxx LLP.

Payment of Expenses. The Company will Depositor and HSBC Finance jointly and severally agree to pay all expenses incidental incident to the performance of its their obligations under this Agreement, including but not limited to, the expenses of without limitation those related to (i) the printing preparing and filing of the Registration Statement as originally filed Statement, the Prospectus and of each amendment theretoall amendments thereto and documents incorporated by reference therein (including exhibits), (ii) the preparation, issuance and delivery of the certificate(s) for the Senior NotesSecurities, (iii) the fees and disbursements of Sidley Austin llp, as special counsel for the Company’s counsel Depositor and accountantsHSBC Finance, and KPMG, accountants of the Depositor and HSBC Finance (except as specified below), (iv) the any qualification of the Senior Notes Offered Certificates under state securities and Blue Sky laws and the determination of the eligibility of the Offered Certificates for investment in accordance with the provisions of Section 4(csubsection 5(f) hereof, above including filing fees fees, and the reasonable fees and disbursements of Xxxxx Mayer, Brown, Rxxx & XxXxxxx Maw LLP, as counsel for the UnderwritersUnderwriters (not to exceed $10,000), in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500)Blue Sky Survey, (v) the printing and delivery to the Underwriters Underwriters, in such quantities as you may reasonably request, of copies of the Registration Statement as originally filed Statement, the Preliminary Prospectus and the Prospectus and all amendments and supplements thereto, and of each amendment thereto and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, and any amendments or supplements theretoBlue Sky Survey, (vi) the printing fees charged by nationally recognized statistical rating agencies for rating the Offered Certificates and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the Financial Industry Regulatory Authority, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee and the Administrator and their respective counsel. It is understood that, except as expressly provided in this Section 8, the Underwriters will pay all of their own expenses, including (i) the fees and disbursements of counsel to the Underwriters, (ii) the fees and expenses of KPMG or other accountants for the Underwriters incurred in connection with any Underwriter Free Writing Prospectus, (iii) expenses related to the overnight delivery to the Underwriters of copies of the Preliminary Prospectus and the prospectus and (iv) any transfer taxes on resale of any of the Offered Certificates and advertising expenses connected with any offers that Underwriters may make. If this Agreement is terminated by you because of a failure to satisfy any condition to the Underwriters’ obligations set forth in Section 7 above, because of any termination pursuant to Section 12 hereof or because of any refusal, inability or failure on the part of the Trustee, the Administrator or the Depositor or HSBC Finance or to perform any agreement herein or comply with any provision hereof other than by reason of a default by the Underwriters, the Depositor and HSBC Finance shall reimburse you for all reasonable out-of-pocket expenses, including the fees and disbursements of Mxxxx, Brown, Rxxx & Maw LLP, as counsel for the Trustee in connection with the Indenture and the Senior Notes, (ix) any fees payable in connection with the rating of the Senior Notes, (x) the cost and charges of any transfer agent or registrar, and (xi) the cost of qualifying the Senior Notes with The Depository Trust Company. Except as otherwise provided in Section 10 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Senior Notes including fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPUnderwriters.

Payment of Expenses. The Company will pay all expenses incidental incident to the performance of its obligations under this Agreement, including but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment all amendments thereto, the preliminary prospectuses, the Prospectus, and any amendments or supplements thereto, (ii) the duplication of this Agreement and each Securities Agreement, (iii) the preparation, issuance and delivery of the certificate(s) certificates for the Senior NotesUnderwritten Securities to the Underwriters and of certificates for any Warrant Securities issuable upon exercise of Debt Warrants or Preferred Warrants, (iiiiv) the fees and disbursements of the Company’s 's counsel and accountants, (ivv) the qualification of the Senior Notes Underwritten Securities and any Warrant Securities issuable upon exercise of Debt Warrants or Preferred Warrants under securities laws in accordance with the provisions of Section 4(c3(i) hereof, including filing fees and the reasonable fees and disbursements of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees Blue Sky Surveys and disbursements of counsel shall not exceed $3,500)Legal Investment Surveys, (vvi) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement as originally filed and of each amendment thereto thereto, and of the Pricing Prospectus, any Permitted Free Writing Prospectus, the Final Supplemented Prospectus, Prospectus and any amendments or supplements thereto, (vivii) the printing duplication and delivery to the Underwriters of copies of each Securities Agreement, any blue sky surveyBlue Sky Surveys, any Delayed Delivery Contract and any Legal Investment Surveys, (viiviii) the fee fees, if any, of rating agencies, (ix) the Financial Industry Regulatory Authorityfees and expenses, Inc. if any, incurred in connection with its review the listing of the offering contemplated by this Agreement, if applicableUnderwritten Securities or any Warrant Securities on any national securities exchange, (viiix) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities (including the reasonable fees, disbursements and charges of counsel for the Underwriters in connection therewith), (xi) the fees and expenses of the any Trustee and any agent of any Trustee, including the fees and expenses of any Warrant Agent, and the fees and disbursements of counsel for any Trustee or any Warrant Agent in connection with any Securities Agreement and the Trustee Securities, (xii) any advertising and other out-of-pocket expenses of the Representatives incurred with the approval of the Company, (xiii) the fees and expenses of any Depository (as defined in any Securities Agreement) and any nominees thereof in connection with the Indenture and the Senior NotesUnderwritten Securities, (ix) any fees payable in connection with the rating of the Senior Notes, (xxiv) the out-of-pocket cost and charges of providing any transfer agent CUSIP or registrarother identification numbers for the Underwritten Securities, and (xixv) all other costs and expenses incident to the cost performance of qualifying its obligations hereunder which are not otherwise specifically provided for in this Section 5. If this Agreement is terminated by the Senior Notes Representatives in accordance with The Depository Trust Company. Except as otherwise provided in the provisions of Section 10 4 or Section 8(a) hereof, or if the sale of the Underwritten Securities is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default of any of the Underwriters, the Company shall reimburse the Underwriters shall pay named in such Terms Agreement for all other of their out-of-pocket expenses incurred by them in connection with their offering through the date of such termination, including the Senior Notes including reasonable fees and disbursements of their counsel, Xxxxx & XxXxxxx LLPcounsel for the Underwriters.