Common use of Expenses, Stamp Tax Indemnity Clause in Contracts

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxur special counsel, duplicating costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies of their obligations under this Agreement and the Notes. The Constituent Companies further agree that they will pay and save you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxur special counselxxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your each Purchaser's home office or at such other place as you such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your the reasonable out-of-pocket expenses incurred by the Purchaser and each other holder of the Note (including reasonable fees and disbursements of the Purchaser and its counsel) in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxur special counsel, duplicating costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, hereby and all such similar expenses of any holder of Notes relating to any amendment, waivers or consents requested or entered into pursuant to the provisions hereof or relating to any work-out or restructuring relating to the Company (whether or not the same are actually executed and delivered), including, without limitation, the reasonable fees and expenses of any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance financial consultant engaged by the Constituent Companies of their obligations under this Agreement and the Notessuch holders in connection therewith). The Constituent Companies further agree Company also agrees that they it will pay and save you the Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesNote, whether or not any Notes are the Note is then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement as a result of any action by the Company. Without limiting the foregoing, the Constituent Companies agree Company agrees to obtain and pay the cost of obtaining the for a private placement number for the Notes Note and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. The Company agrees to pay all expenses in connection with the issuance, sale and delivery to you of the Notes, including the cost of shipping the same to you at your home office or such other place as you may specify. Whether or not the transactions purchase herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly reimburse you for all of your out-of-pocket expenses, including, but not limited to, the reasonable charges and disbursements of Xxxxxxx and Xxxxxx, your special counsel in connection with the transaction contemplated by this Agreement and all of your out-of-pocket expenses in connection with the preparation, execution and delivery relating to any proposed or actual amendments of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxur special counsel, duplicating costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)thereof, including, without limitation, any proposed or actual amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree that they will pay Company agrees to indemnify and save hold you harmless against from any and all liability with respect to on account of stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company further agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree Company agrees to pay the cost of obtaining the a private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau Corporation for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges professional fees and disbursements separately charged items of Chapxxx xxx Cutlxx, xxur special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendment, waivers or consents requested by the Company pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents requested by the Company resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the NotesNotes (including, without limitation, the reasonable fees and expenses of any investment banker or financial consultant engaged by the holders of the Notes in connection with any work-out, restructuring or reorganization). The Constituent Companies further agree Company also agrees that they subject to Section 9.3 it will pay and save you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person (other than any brokerage fees and commissions of any Person retained by you except as otherwise provided herein) in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable Purchaser's out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx CutlxxXxxxxxxx & Xxx, xxur special PLC, Purchaser's counsel, the entering into of this Agreement and the consummation of duplicating costs and printing cost and charges for shipping the NotesDebentures, adequately insured to you Purchaser at your Purchaser's home office or at such other place as you Purchaser may designate, and so long as Purchaser hold any of the Debentures, all such expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the NotesDebentures. The Constituent Companies further agree Company also agrees that they it will pay and save you Purchaser harmless against any and all liability with respect to stamp and other documentary taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesDebentures, whether or not any Notes Debentures are then outstanding, it being understood that the Company shall have no obligation to pay any income or property tax payable by Purchaser. The Constituent Companies agree Company agrees to protect and indemnify you Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxur Cxxxxxx and Cxxxxx your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and so long as you hold any of the Notes, all such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree Company agrees to pay the cost of obtaining the a private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau ’s Corporation for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable Purchasers' out-of-pocket expenses not to exceed $60,000 in the aggregate, in connection with (a) the preparation, execution and delivery entering into of this Agreement and the Debenture Purchase Agreement and the consummation of the transactions contemplated herebyhereby and thereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx Cutlxx, xxur special Purchasers' counsel, duplicating costs and charges for shipping (b) so long as Purchaser holds any of the NotesPreferred Stock, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the NotesAgreement. The Constituent Companies further agree Company also agrees that they it will pay and save you Purchasers harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notesissuance of the Preferred Stock, whether or not any Notes shares of Preferred Stock are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you Purchasers against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person retained by the Company in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable to Purchaser (i) up to $25,000 as reimbursement for Purchaser's out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements disbursements, of Chapxxx xxx Cutlxx, xxur special Purchaser's counsel, duplicating costs and charges for shipping (ii) so long as Purchaser holds any of the NotesConvertible Preferred Stock, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendment, waivers waiver or consents consent pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the NotesConvertible Preferred Stock. The Constituent Companies further agree Company also agrees that they it will pay and save you Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesConvertible Preferred Stock, whether or not any Notes are Convertible Preferred Stock is then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person as a result of any actions of the Company or its agents in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket costs and expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to all investment banking and similar fees, the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxur special counselcounsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your each Purchaser's home office or at such other place as you such Purchaser may designate, and all such reasonable out-of-pocket costs and expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you each Purchaser harmless against any and all liability with respect to obtaining so-called "private placement numbers" for the Notes from Standard & Poor's Corporation in accordance with the requirements of the National Association of Insurance Commissioners and with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the initial issuance of the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement, other than any such fees or commissions claimed by any Person engaged by such Purchaser. Without limiting Each Purchaser hereby represents to the foregoing, Company that no broker or finder was employed or retained by it in connection with its purchase of the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberNotes.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxur special counselxxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your each Purchaser's home office or at such other place as you such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you each Purchaser against any liability for any and all brokerage fees and Allied Capital Corporation Note Agreement commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable Purchaser's out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx CutlxxSherrard & Roe, xxur special PLC, Purchaser's counsel, the enterxxx xxxx of xxis Agreement and the consummation of duplicating costs and printing cost and charges for shipping the NotesDebentures, adequately insured to you Purchaser at your Purchaser's home office or at such other place as you Purchaser may designate, and so long as Purchaser hold any of the Debentures, all such expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the NotesDebentures. The Constituent Companies further agree Company also agrees that they it will pay and save you Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesDebentures, whether or not any Notes Debentures are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxur your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation renegotiation, restructuring or restructuring insolvency proceeding relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies Company agrees that it will pay any supplemental charges and disbursements of Xxxxxxx and Xxxxxx no later than five Business Days from the date of presentation of an invoice therefor subsequent to the Closing Date. Without limiting the foregoing, the Company also agrees to pay, within five Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of the Closing Date. The Company further agree agrees that they it will pay and save you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree Company agrees to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your the Purchaser's reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxur special counselcounsel to the Purchaser, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your the Purchaser's home office or at such other place as you such Purchaser may designate, and all such expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you the Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting The Purchaser represents that no placement agent, broker or finder has been retained or engaged by the foregoing, Purchaser in connection with its purchase of the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberNotes.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxur your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, . The Company also agrees to pay directly reasonable attorney's fees incurred by any holder of the Notes in evaluating any controversy and enforcing such holder's rights and remedies under this Agreement and all such expenses relating to any amendment, waivers waiver or consents consent pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendmentsamendment, waivers, waiver or consents consent resulting from any work-out, renegotiation renegotiation, restructuring or restructuring similar proceedings relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement except for any and all brokerage fees and commissions incurred by any Person employed by you in connection with the consummation of this transaction. Without limiting the foregoing, the Constituent Companies agree Company agrees to pay the cost of obtaining the a private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket costs and expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to all investment banking and similar fees, the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxur special counselcounsel to the Purchaser, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your the Purchaser's home office or at such other place as you the Purchaser may designate, and all such reasonable out-of-pocket costs and expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you the Purchaser harmless against any and all liability with respect to obtaining a "private placement number" for the Notes from Standard & Poor's Corporation in accordance with the requirements of the National Association of Insurance Commissioners and with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the initial issuance of the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement, other than any such fees or commissions claimed by any Person engaged by the Purchaser. Without limiting The Purchaser hereby represents to the foregoing, Company that no broker or finder was employed or retained by it in connection with its purchase of the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberNotes.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the other Senior Subordinated Note Documents and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxur your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and or the Notesother Senior Subordinated Note Documents. The Constituent Companies further agree Company also agrees that they it will pay and save you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any other Person in connection with the transactions contemplated by this Agreement. Without limiting You represent that you have not retained any broker in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, if any amount becomes payable by the Constituent Companies agree Company under this Section 10.4 prior to the Payment in Full of the Senior Debt (other than expenses payable under this Section 10.4 on the date hereof in connection with the closing of the transactions contemplated hereby), such amount shall not be payable by the Company until the Senior Debt is Paid in Full or otherwise approved by the Senior Lenders, and shall accrue interest at the rate provided in Section 1.1 from the date the Company would otherwise be obligated to pay such amounts until the cost of obtaining date paid by the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberCompany.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your the Purchasers’ reasonable out-of-pocket expenses incurred by the Purchasers and each other holder of a Note in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx LLP, xxur the Purchasers’ special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you each Purchaser at your such Purchaser’s home office or at such other place as you such Purchaser may designate, and all such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree The Company agrees to pay the cost costs and expenses incurred in connection with the initial filing of obtaining this Agreement and all related documents and financial information with the private placement number for the Notes SVO provided, that such costs and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberexpenses shall not exceed $4,000.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxur your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies Company also agrees to pay, within ten Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of the Closing Date. The Company further agree agrees that they it will pay and save you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree Company agrees to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number. .c2.'Section 9.5.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement Agreement, the other Senior Subordinated Debt Documents, the Equity Co-Investment Documents and the transactions contemplated herebyhereby and thereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxur your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and Agreement, the Notesother Senior Subordinated Debt Documents or the Equity Co-Investment Documents. The Constituent Companies further agree Company also agrees that they it will pay and save you harmless against any and all liability with respect to stamp and other similar taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any other Person in connection with the transactions contemplated by this Agreement. Without limiting You represent that you have not retained any broker in connection with the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required transactions contemplated by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberthis Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your the reasonable out-of-pocket expenses incurred by the Purchaser and each other holder of the Note (including reasonable fees and disbursements of the Purchaser and its counsel) in connection with the preparation, negotiation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxur special counsel, duplicating costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, hereby and all such similar expenses of any holder of Notes relating to any amendment, waivers or consents requested or entered into pursuant to the provisions hereof or relating to any work-out or restructuring relating to the Company (whether or not the same are actually executed and delivered), including, without limitation, the reasonable fees and expenses of any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance financial consultant engaged by the Constituent Companies of their obligations under this Agreement and the Notessuch holders in connection therewith). The Constituent Companies further agree Company also agrees that they it will pay and save you the Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesNote, whether or not any Notes are the Note is then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement as a result of any action by the Company. Without limiting the foregoing, the Constituent Companies agree Company agrees to obtain and pay the cost of obtaining the for a private placement number for the Notes Note and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxur special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. Without limiting Section 4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Chapxxx xxx Cutlxx xxx disbursements unposted or not incurred as of a Closing Date. The Constituent Companies Company further agree agrees that they it will pay and save you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstandingoutstanding and to pay and save you harmless against any and all losses, costs and expenses relating to any request by the Requisite Holders of the Notes for the Company to hire a consultant pursuant to Section 5.16(c). The Constituent Companies agree Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree Company agrees to pay the cost of obtaining the private placement number for each series, and tranche, if any, of the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable the Purchasers' out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxCxxxxxx and Cxxxxx, xxur special counselcounsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your each Purchaser's home office or at such other place as you such Purchaser may designate, and all such expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you each Purchaser harmless against any and all liability with respect to stamp and other taxestaxes (other than taxes based, in part, on the income of a Holder), if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstandingoriginally issued hereunder. The Constituent Companies agree Company agrees to protect and indemnify you each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting Each Purchaser represents that no placement agent, broker or finder has been retained by such Purchaser in connection with its purchase of the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberNotes.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable the out-of-pocket expenses of Prudential and the Purchasers in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxx Xxxxxx LLP, xxur special counselcounsel to Prudential and the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you the Purchaser at your their home office offices or at such other place as you any Purchaser may designate, and all such expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. Without limiting §4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxx Xxxxxx LLP for disbursements unposted or not incurred as of a Closing Date. The Constituent Companies Company further agree agrees that they it will pay and save you Prudential and each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you Prudential and each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree Company agrees to pay the cost of obtaining the private placement number for each Series of the Notes and authorizes the submission of such information as may be required by Standard & Poor's ’s CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies Obligors, jointly and severally, agree to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxur your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such reasonable expenses (including the fees and expenses of any investment banker or financial consultant) relating to any proposed or actual amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Issuer of their its obligations under this Agreement and the NotesNotes or of the Company of its obligations under this Agreement, the Guaranty Agreement (Company) or the Guaranty Agreement (IPG (US)). The Constituent Companies further Obligors, jointly and severally, also agree that they will pay and save you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or Agreement, the Notes, the Guaranty Agreement (Company) and the Guaranty Agreement (IPG (US)), whether or not any Notes are then outstanding. The Constituent Companies Obligors, jointly and severally, agree to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required Agreement (other than those expressly retained by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberyou).

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable Purchaser's out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx CutlxxSherrard & Roe, xxur special PLC, Purchaser's counsel, the enterxxx xxxx of xxis Agreement and the consummation of duplicating costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designateprinting cost, and so long as Purchaser holds any of the Preferred Stock, all such expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the NotesAgreement. The Constituent Companies further agree Company also agrees that they it will pay and save you Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notesissuance of the Preferred Stock, whether or not any Notes shares of Preferred Stock are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement Amendment and Restatement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxur your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, designate and all such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies of their obligations under this Agreement and the Noteshereof. The Constituent Companies further agree Company also agrees that they it will pay and save you harmless against any and all liability with respect to stamp and Petroleum Heat and Power Co., Inc. Sixth Amendment and Restatement other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement Amendment and Restatement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by the Original Note Agreement or this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes Amendment and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberRestatement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Issuer agrees to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxur your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any such amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Issuer of their its obligations under this Agreement and the Notes. The Constituent Companies Issuer also agrees to pay, within five Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of the Closing Date. The Issuer further agree agrees that they it will pay and save you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Issuer agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree Issuer agrees to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number. Section 10.5.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your the Purchasers’ and the Additional Purchasers’ reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement (including any Supplement) and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx LLP, xxur special counselcounsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your each Purchaser’s and/or each Additional Purchaser’s home office or at such other place as you such Purchaser and/or such Additional Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor’s Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement (including any Supplement) and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you each Purchaser and each Additional Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement (including any Supplement) or the Notes, (other than as specified in the penultimate sentence of §10.2) whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you each Purchaser and each Additional Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoingAgreement (including any Supplement) other than any Person retained by or acting on behalf of a Purchaser or an Additional Purchaser, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberapplicable.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the Security Agreement and the transactions contemplated herebyhereby or thereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxur your special counsel, the initial and ongoing reasonable charges and disbursements of the Indexing Agent, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Constituent Companies Company of their its obligations under this Agreement, the Security Agreement and the Notes. The Constituent Companies Company agrees that it will pay the charges and disbursements of Xxxxxxx and Xxxxxx not later than fifteen Business Days from the date of presentation of an invoice therefor subsequent to the Closing Date. Without limiting the foregoing, the Company also agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of the Closing Date. The Company further agree agrees that they it will pay and save you harmless against any and all liability with respect to stamp and other taxes, if anyany (other than taxes measured by income), which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable Purchaser's out-of-pocket expenses in connection with (a) the preparation, execution and delivery entering into of this Agreement, the Preferred Stock Purchase Agreement, and the Senior Secured Loan Agreement and the consummation of the transactions contemplated herebyhereby and thereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx CutlxxXxxxxxxx & Xxx, xxur special PLC, Purchaser's counsel, duplicating costs and charges for shipping (b) so long as Purchaser holds any of the NotesDebentures, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendment, waivers waiver or consents consent pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the NotesDebentures. The Constituent Companies further agree Company also agrees that they it will pay and save you Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesDebentures, whether or not any Notes Debentures are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxCxxxxxx and Cxxxxx, xxur your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured insured, to you at your home office or at such other place as you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor’s Corporation, and all such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting You represent that you have not engaged any broker or finder in connection with the foregoingnegotiation, the Constituent Companies agree to pay the cost execution or delivery of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberthis Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your the Purchasers’ reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx LLP, xxur special counselcounsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your each Purchaser’s home office or at such other place as you such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor’s Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of §10.2) whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost Agreement other than any Person retained by or acting on behalf of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numbera Purchaser.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your the Purchasers’ reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx LLP, xxur special counselcounsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your each Purchaser’s home office or at such other place as you such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor’s Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the penultimate sentence of §9.2) whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost Agreement other than any Person retained by or acting on behalf of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numbera Purchaser.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable to Lender (i) Lender's reasonable, documented out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx Cutlxx, xxur special Lender's counsel, duplicating costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and (ii) all such expenses relating to any amendment, waivers waiver or consents consent pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the NotesNote. The Constituent Companies Company agrees to pay all reasonable costs and expenses incurred by Lender in connection with the making of the Loan, including but not limited to filing fees, recording taxes and reasonable attorneys' fees, promptly upon demand of Lender. Company further agree agrees to pay all of the out-of-pocket costs and expenses incurred by Lender in connection with the collection of the Loan, any amendment to the Loan Documents, or prepayment of the Loan, including but not limited to reasonable attorneys' fees, promptly upon demand of Lender. The Company also agrees that they it will pay and save you hold Lender harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstandingNote. The Constituent Companies agree to Company shall protect and indemnify you Lender against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person person as a result of any actions of the Company or its agents in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-of- Penford Corporation Restatement and Exchange Agreement (1992 Note Agreements) pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxur special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting You represent that you have not engaged any broker or finder in connection with the foregoingnegotiation, the Constituent Companies agree to pay the cost execution or delivery of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberthis Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxChapman and Cutler, xxur special counselcounsel to the Purchasers, duplicating costs axx xxxxting xxxxx and charges for shipping the Notes, adequately insured to you at your each Purchaser's home office or at such other place as you such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. (a) Whether or not the transactions herein contemplated shall be hereby are consummated, the Constituent Companies agree to Company will pay directly all reasonable costs and expenses (including reasonable attorneys' fees of your reasonable out-of-pocket expenses one special counsel and, if reasonably required, local or other counsel) incurred by the Noteholders and the holders of Notes in connection with the preparation, execution such transactions and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxur special counsel, duplicating costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to in connection with any amendmentamendments, waivers or consents pursuant to under or in respect of this Agreement, the provisions hereof Guaranty Agreement, the Security Documents, the Intercreditor Agreement or the Notes (whether or not the same are actually executed and deliveredsuch amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Guaranty Agreement, the Guaranty Supplement, the Security Documents, the Intercreditor Agreement or the Notes or in responding to any amendmentssubpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, waiversthe Guaranty Agreement, the Guaranty Supplement, the Security Documents, the Intercreditor Agreement or the Notes, or consents resulting from by reason of being a holder of any Note, and (b) the reasonable costs and expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out, renegotiation out or restructuring relating to of the performance transactions contemplated hereby and by the Constituent Companies of their obligations under this Agreement and the Notes. The Constituent Companies further agree Company will pay, and will save each Noteholder and each other holder of a Note harmless from, all claims in respect of any reasonable fees, costs or expenses if any, of brokers and finders (other than those retained by the Noteholders). The Company also agrees that they it will pay and save you the Noteholders and each holder of Notes harmless against any and all liability with respect to stamp and other taxessimilar taxes not related to income, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement, the Guaranty Agreement, the Guaranty Supplement, the Security Documents, the Intercreditor Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable the Purchasers' out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated herebyhereby (including all expenses relating to any exchange of the Notes for First Mortgage Bonds as contemplated by ss.5.14 hereof), including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxur special counselcounsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your each Purchaser's home office or at such other place as you such Purchaser may designate, and all such expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement Agreement, a Supplement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you each Purchaser and Additional Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement Agreement, a Supplement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you each Purchaser and Additional Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions original issuance of the Notes as contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your the Purchaser’s reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx LLP, xxur special counselcounsel to the Purchaser, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your the Purchaser’s home office or at such other place as you the Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor’s Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you the Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the penultimate sentence of §9.2) whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting Agreement other than any Person retained by or acting on behalf of the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberPurchaser.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxChapman and Cutler, xxur your special counsel, duplicating costs and charges printixx xxxxs and xxxxxes for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. Without limiting SECTION 4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Chapman and Cutler for disbursements unposted or not incurred as xx x Xlosinx Xxxx. The Constituent Companies Company further agree agrees that they it will pay and save you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstandingoutstanding and to pay and save you harmless against any and all losses, costs and expenses relating to any request by the Requisite Holders of the Notes for the Company to hire a consultant pursuant to SECTION 5.16(c). The Constituent Companies agree Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree Company agrees to pay the cost of obtaining the private placement number for each series, and tranche, if any, of the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies Obligors agree to pay directly all of your reasonable the Purchaser’s out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement, the Security Agreement and the Mortgages and the transactions contemplated hereby, including but not limited to all filing and recording fees, all Security Trustee’s fees, all fees relative to appraisals, the reasonable charges fees and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxur special counselcounsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your each Purchaser’s home office or at such other place as you such Purchaser may designate, and all such expenses relating to any proposed or actual amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any consents, work-out, renegotiation or restructuring relating pursuant to the performance provisions hereof, including without limitation, all legal fees and the reasonable fees and expenses of any one investment banker or financial advisor engaged by and representing the Constituent Companies holders of their obligations under this Agreement and the Notes. The Constituent Companies further Obligors also agree that they will pay and save you the Purchasers harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement Agreement, the Security Agreement, the Mortgages or the Notes, whether or not any Notes are then outstandingoutstanding and liability with respect to obtaining a so-called “private placement number”. The Constituent Companies Obligors agree to protect and indemnify you the Purchasers against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person engaged by or on behalf of the Obligors in connection with the transactions contemplated by this Agreement. Without limiting Agreement and the foregoing, Security Agreement and the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numberMortgages.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxur your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, any cost or expense incurred in obtaining the Private Placement Number referred to in ss.4.4 hereof, and all such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies Company agrees that it will pay the charges and disbursements of Xxxxxxx and Xxxxxx not later than fifteen Business Days from the date of presentation of an invoice therefor subsequent to each of the Closing Dates. Without limiting the foregoing, the Company also agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of each of the Closing Dates. The Company further agree agrees that they it will pay and save you harmless against any and all liability with respect to stamp and other taxes, if anyany (other than taxes measured by income), which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxCxxxxxx and Cxxxxx, xxur your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (hereof, whether or not the same are actually executed and delivered)any such amendment, waiver or consent shall become effective, including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you the Purchasers harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesNotes on the Closing Date, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person engaged by any Person other than you in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree Company agrees to pay the cost of obtaining the a private placement number for each Series of the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numbernumbers.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxChapman and Cutler, xxur special counselcounsel to the Purchasers, duplicating costs axx xxxxting xxxxx and charges for shipping the Notes, adequately insured to you at your each Purchaser's home office or at such other place as you such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SS.10.2) whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost Agreement other than any Person retained by or acting on behalf of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numbera Purchaser.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxur special counselxxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your each Purchaser's home office or at such other place as you such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person (other than as specified in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.last

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable Purchaser's out-of-pocket expenses in connection with (a) the preparation, execution and delivery entering into of this Agreement, the 1998 Debenture Purchase Agreement, and the Tandem Loan Agreement and the consummation of the transactions contemplated herebyhereby and thereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx Cutlxx, xxur special Purchaser's counsel, duplicating costs and charges for shipping (b) so long as Purchaser holds any of the NotesSeries B Preferred Stock, adequately insured to you at your home office or at such other place as you may designate, and all such expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the NotesAgreement. The Constituent Companies further agree Company also agrees that they it will pay and save you Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notesissuance of the Series B Preferred Stock, whether or not any Notes shares of Series B Preferred Stock are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person retained by the Company in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Company agrees to pay directly all of your reasonable the -39- 44 Allied Holdings, Inc. Note Agreement Purchasers' out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxur special counselxxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your each Purchaser's home office or at such other place as you such Purchaser may designate, and all such expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Company of their its obligations under this Agreement and the Notes. The Constituent Companies further agree Company also agrees that they it will pay and save you each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Constituent Companies agree Company agrees to protect and indemnify you each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Constituent Companies agree Parent agrees to pay directly all of your reasonable the Purchasers' out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxDebevoise & Plimpton, xxur special counselcounsel to the Purchasers, duplicating costs and printing xxxxx xnd charges for shipping the Subordinated Term Loan D Notes, adequately insured to you at your each Purchaser's home office or at such other place as you such Purchaser may designate, and all such expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof (whether or not the same are actually executed and delivered)hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Constituent Companies Parent of their its obligations under this Agreement and the Subordinated Term Loan D Notes. The Constituent Companies further agree Parent also agrees that they it will pay and save you each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Subordinated Term Loan D Notes, whether or not any Subordinated Term Loan D Notes are then outstanding. The Constituent Companies agree Parent agrees to protect and indemnify you each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.