Common use of Payment of Certain Expenses Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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