Common use of Transaction Expenses Clause in Contracts

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer will pay all costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a whole) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a whole, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000. The Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), includingwithout limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,000. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holdersrequired, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Intercreditor Agreement or any Note Guaranty or the Notes Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or any Guaranty Agreement as against any Obligor or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty or the Notes, the Intercreditor Agreement or any Guaranty Agreement, or by reason of being a holder of any Note, and (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Notes. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its NotePurchaser).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective)) within 15 Business Days after the Company’s receipt of any invoice therefor, including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the ParentCompany, the Issuer Trust or any Subsidiary of their Subsidiaries or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. In the event that any such invoice is not paid within 15 Business Days after the Company’s receipt thereof, interest on the amount of such invoice shall be due and payable at the Default Rate commencing with the 16th Business Day after the Company’s receipt thereof until such invoice has been paid. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.,

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, Purchasers and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers each Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Note Guaranty or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,000. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the its Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Subsidiary Guaranty, any Collateral Document or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Subsidiary Guaranty, any Collateral Document or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Subsidiary Guaranty, any Collateral Document or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, any Collateral Document and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0004,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty or the Notes or any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Note Guaranty or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,000. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective)) within 15 Business Days after the Company’s receipt of an invoice therefor, including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500 for each Series. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Subsidiary Guarantee or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Subsidiary Guarantee or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Subsidiary Guarantee or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty Subsidiary Guarantee, and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,0001,500 for each Series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Subsidiary Guarantee Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Subsidiary Guarantee Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Subsidiary Guarantee Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty Subsidiary Guarantee Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Affiliate Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Affiliate Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Affiliate Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Affiliate Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500 for each series of Notes. The Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any the Issuer’s bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ ' fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holdersrequired, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note the Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note the Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note the Guaranty Agreement or the Notes, or by reason of being a holder of any NoteNote or a beneficiary of the Guaranty Agreement, and (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors' fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by the Guaranty Agreement and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Notes. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a such Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Noteholder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the out-of-pocket costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,000U.S.$5,000. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii2) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one the Noteholders’ special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holdersrequired, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other Noteholders or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty the Notes, the other Financing Documents or the Notes Security Documents (whether or not such amendment, waiver or consent becomes effective), includingincluding without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty the Notes, the other Financing Documents or the Notes Security Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty or the Notesthereof, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and or by the Notes and any Note Guaranty Notes, the other Financing Documents or the Security Documents and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Securities Valuation Office of the National Association of Insurance Commissioners. The Issuer Company will pay, and will save each Purchaser Noteholder and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than thosethose retained by such Noteholder). In furtherance of the foregoing, on the Effective Date the Company will pay or cause to be paid the reasonable fees and disbursements and other charges (including estimated unposted disbursements and other charges as of the Effective Date) of the Noteholders’ special counsel which are reflected in the statement of such special counsel submitted to the Company on or prior to the Effective Date. The Company will also pay, promptly upon receipt of supplemental statements therefor, reasonable additional fees, if any, retained by a Purchaser or other holder and disbursements and charges of such special counsel in connection with its purchase the transactions hereby contemplated (including disbursements and other charges unposted as of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under Effective Date to the extent such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Notedisbursements exceed estimated amounts paid as aforesaid).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Subsidiary Guarantee Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Subsidiary Guarantee Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Subsidiary Guarantee Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty Subsidiary Guarantee Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Obligors will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holdersrequired, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Guarantees, any Note Guaranty Subsidiary Guarantee or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Guarantees, any Note Guaranty Subsidiary Guarantee or the Notes after an Event of Default or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Guarantees, any Note Guaranty Subsidiary Guarantee or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the ParentGuarantor, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring after an Event of Default of the transactions contemplated hereby hereby, by the Notes, by the Guarantees and by the Notes and any Note Guaranty Subsidiary Guarantee and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000U.S.$3,300. The Issuer will pay, and Obligors will save each Purchaser and each other holder of a Note harmless from, (i) from all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a such Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Noteholder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of one a single special U.S. counsel for and a single special Italian counsel, to the holders, taken as a whole, and, if reasonably required by extent special Italian counsel is appointed on behalf of the Required Holders, one local or other counsel for the holders, taken as a wholepurchasers) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty the Parent Guarantee, the Subsidiary Guarantee or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty the Parent Guarantee, the Subsidiary Guarantee or the Notes Notes, including, without limitation, any registration tax, stamp duty tax or other similar tax, duty or charges incurred in relation to this Agreement, the Parent Guarantee, the Subsidiary Guarantee or the Notes, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty the Parent Guarantee, the Subsidiary Guarantee or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the fees and costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall SVO in an amount not to exceed $5,0004,000, and all subsequent annual and interim filings of documents and financial information related to this Agreement with the SVO in an amount not to exceed $4,000 per annum. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,000. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable and invoiced costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,000 per Series of Notes. The Issuer Company will pay, and will save MetLife, each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder ). On the date hereof, the Company shall have submitted paid the reasonable, documented and invoiced fees and disbursements of MetLife’s special counsel, Xxxxxx, Xxxxx & Xxxxxxx LLP, as evidenced by a request for statement of such deducted amount within 30 days of counsel rendered to the receipt of Company at least one Business Day prior to the related payment under its Notedate hereof.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for for, collectively, the holdersPurchasers (and Additional Purchasers under any Supplement) and each other holder of a Note, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholein each relevant jurisdiction) incurred by the Purchasers Purchasers, the Additional Purchasers, if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers, the Additional Purchasers, if any, and each other holder of a Note; provided , taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any Note by such Purchaser or such holder shall have submitted of a request for such deducted amount within 30 days Note or (y) a claim between a Purchaser and an Additional Purchaser, or holder of a Note, on the receipt one hand, and any other Purchaser or holder of a Note, on the related payment under other hand (other than claims arising out of any act or omission by the Company and/or its NoteAffiliates).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty or the Notes or any other Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or any other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued (i) in connection with this Agreement, the Notes or any other Note Guaranty or the NotesDocument, or (ii) by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer or any Subsidiary Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any other Note Guaranty Document and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500 per series of Notes. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500; provided, further, that the aggregate amount of attorneys’ fees of a special counsel to the Purchasers and, if reasonably required by the Required Holders, local or other counsel incurred in connection with the execution and delivery of this Agreement and the Closing of the Notes and to be paid by the Company shall not exceed $100,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). WhiteHorse Finance, Inc. Note Purchase Agreement The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Parent or the Company will pay all reasonable and properly documented out-of-pocket costs and expenses (including reasonable and properly documented attorneys’ fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty the Notes, the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement or the Notes Collateral Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty the Notes, the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement or the Notes Collateral Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty the Notes, the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement or the NotesCollateral Documents, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes Notes, by the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement and any Note Guaranty the Collateral Documents and (c) the costs and expenses expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000. The Issuer Company will pay, and will save each Purchaser you and each other Other Purchaser or holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Parent Guaranty, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Parent Guaranty, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Parent Guaranty, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, the Parent Guaranty and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,000 per Series of Notes. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, Roanoke Gas Company Private Shelf Agreement of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a single firm of special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholespecialty counsel) incurred by the Purchasers and each the other holder holders of a Note in connection with such transactions (including reasonable fees, charges and disbursements of the Purchasers’ special counsel incurred on and after the date of the Closing with respect to preparation and delivery of closing document sets and binders for the transactions contemplated hereby to the holders of Notes and other Persons) and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Notes. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby by this Agreement are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note Holder in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty the Indenture or the Notes Bonds (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty the Indenture or the Notes Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty the Indenture or the NotesBonds, or by reason of being a holder of any Note, Holder; (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby by this Agreement, the Indenture and by the Notes and any Note Guaranty Bonds; and (c) the costs cost of obtaining Private Placement Numbers issued by Standard & Poor’s CUSIP Service Bureau for the Bonds. If required by the NAIC, the Company shall obtain and expenses incurred in connection with the initial filing of this Agreement maintain at its own cost and all related documents and financial information with the SVO, provided that such costs and expenses under this clause expense a Legal Entity Identifier (c) shall not exceed $5,000LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note Holder harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder Holder in connection with its purchase of the Notes) and Bonds), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note Bond to such holder Holder or otherwise charges to a holder of a Note Holder with respect to a payment under such Note; provided Xxxx and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Bonds by the Company. Notwithstanding the foregoing, the Company shall not be required to pay any costs or expenses of a Purchaser if such holder Purchaser shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment failed to purchase any Bonds that it is obligated to purchase under its Notethis Agreement.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holdersrequired, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note the Notes, the Subsidiary Guaranty or the Notes any Subordination Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note the Notes, the Subsidiary Guaranty or the Notes any Subordination Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note the Notes, the Subsidiary Guaranty or the Notesany Subordination Agreement, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the ParentFund, the Issuer Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and Notes, by the Subsidiary Guaranty or by any Note Guaranty Subordination Agreement and (c) the fees and costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Securities Valuation Office of the National Association of Insurance Commissioners or any successor organizations succeeding to the authority thereof. The Issuer Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Noteyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note NPA Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note NPA Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note NPA Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note NPA Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,0005,000 per Series of Note. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holdersrequired, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (and/or any Supplemental Note Purchase Agreement), any Note Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (and/or any Supplemental Note Purchase Agreement), any Note Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (and/or any Supplemental Note Purchase Agreement), the Notes or any Note Guaranty or the Notes, Security Document or by reason of being a holder of any Note, and (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Reporting Entity or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and (and/or any Supplemental Note Purchase Agreement), by the Notes or by any Security Document. Without limiting the generality of the foregoing, the Company shall pay all fees, charges and any Note Guaranty and (cdisbursement of special counsel referred to in Section 4.4(b) the costs and expenses incurred in connection with the initial filing Closing within ten (10) days after receipt by the Company of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000special counsel’s invoice therefor. The Issuer Company will pay, and will save hold each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders with respect to the Notes (other than those, if any, those retained by a such Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby (including by any Supplement) are consummated, the Issuer will Parent Guarantor and the Company, jointly and severally, agree to pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any Supplements (and the issuance of Notes thereunder), amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty the Notes or the Notes Guaranty (whether or not such Supplement, amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this AgreementAgreement (including any Supplement), any Note Guaranty the Notes or the Notes Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Note Guaranty the Notes or the NotesGuaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the ParentCompany, the Issuer Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby (including any Supplement) and by the Notes and any Note the Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and any Supplement and all related documents and financial information with the SVO; provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500 for each Series or tranche of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer will Parent Guarantor and the Company, jointly and severally, agree to pay, and will save each Purchaser and each other holder of a Note harmless from, from (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorney’s fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such 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, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder of a Note in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Constituent Companies will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note the Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note the Subsidiary Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note the Subsidiary Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note the Subsidiary Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. If required by the NAIC, the Issuer shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Constituent Companies will pay, and will save each Purchaser and each other holder of a Note harmless from, (i1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Issuer.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the documented out-of-pocket costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the documented out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0005,500 for each series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective)) within 15 Business Days after the Company’s receipt of any invoice therefor, including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the ParentCompany, the Issuer Trust or any Subsidiary of their Subsidiaries or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. In the event that any such invoice is not paid within 15 Business Days after the Company’s receipt thereof, interest on the amount of such invoice shall be due and payable at the Default Rate commencing with the 16th Business Day after the Company’s receipt thereof until such invoice has been paid. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Note.proceeds of the Notes by the Company. The York Water Company Note Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,0001,500.00. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Authority will pay all reasonable, out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with the development, preparation, negotiation and execution of this Agreement, any Note Guarantee, the Notes or the other Note Documents (provided, the Authority will not be required to reimburse any such transactions and expense of counsel to any holder that is not a Purchaser unless it has approved the incurrence of such expense in connection with advance, such approval not to be unreasonably withheld or delayed) or any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty or the Notes thereunder (whether or not such amendment, waiver or consent becomes effective). The Authority will pay all reasonable, includingout-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Guarantee or the Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a whole, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Authority or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Guarantee. The Issuer Authority will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes or any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the NotesNotes or any Subsidiary Guaranty, or by reason of being a holder of any Note, Note or any Subsidiary Guaranty or (b) the costs and expenses, including the fees of one financial advisor for acting on behalf of all of Purchasers and the holders of the Notes, as a whole, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Notes. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer will pay all costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a whole) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a whole, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, ; provided that such costs and expenses under this clause (c) shall not exceed $5,000. The Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Obligors will pay all costs and expenses (including reasonable and documented attorneys’ ' fees of one special counsel for the holders, taken as a whole, Purchasers and, if reasonably required by the Required Holdersrequired, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder the holders of a Note Notes in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty or the Notes or any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, the Notes or any Note Guaranty or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors' fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer an Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and Notes, or by any Note Guaranty Subsidiary Guaranty, and (c) the costs reasonable cost and expenses incurred in connection with the initial filing of this Agreement and Agreement, all related documents and financial information, all subsequent annual and interim filings of documents and financial information related hereto with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Securities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof. The Issuer Obligors will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its NotePurchasers).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers each Purchaser, each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Supplement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Supplement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Supplement or the Notes, or by reason of being a holder of any Note, Note and (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Notes. The Issuer Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other another holder in connection with its purchase of its Notes). Notwithstanding the Notes) and (ii) any and all wire transfer foregoing, on the Closing Date, the Company will be required only to pay the attorneys’ fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request single special counsel acting for such deducted amount within 30 days all of the receipt of the related payment under its NotePurchasers.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, ; (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty Agreement; and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,000. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Noteholder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer will Parent Guarantor and the Company, jointly and severally, agree to pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note the Notes, the Parent Guaranty or the Notes any Affiliate Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note the Notes, the Parent Guaranty or the Notes any Affiliate Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note the Notes, the Parent Guaranty or the Notesany Affiliate Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the ParentCompany, the Issuer Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, the Parent Guaranty and any Note Guaranty and Affiliate Guaranty, (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,000 for each series and (d) the costs, expenses, fees and disbursements of the Paying Agent and the Registrar in connection with the performance of its duties under the Paying Agent Agreement. The Issuer will Parent Guarantor and the Company, jointly and severally, agree to pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such ). Essex Portfolio, L.P. Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty or the Notes or any other Note Document (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or any other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any other Note Guaranty or the NotesDocument, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any other Note Guaranty Document and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, Purchasers and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500 in the aggregate. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty the Notes or the Notes Guaranty Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty the Notes or the Notes Guaranty Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty the Notes or the NotesGuaranty Agreement, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and any Note the Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,000. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holdersrequired, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers Prudential, any Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or any Guaranty Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Note Guaranty or the NotesAgreement, or by reason of being a holder of any Note, and (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, any Guaranty Agreement and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Notes. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its NotePurchasers).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees of one special counsel for the holdersPurchasers and any Additional Purchasers, taken as a wholegroup, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers each Purchaser and each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this AgreementAgreement (including any Supplement), any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby (including any Supplement) and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,0004,000 for each series or tranche of Notes. The Issuer Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or an Additional Purchaser or other holder in connection with its purchase of the Notes) ). If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (ii) LEI). For the avoidance of doubt, costs and expenses shall include any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note Registration Duty. This Section 15.1 shall not apply with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.Taxes other than any Taxes that represent losses, claims, damages or similar charges arising from any non-Tax claim. Waste Connections, Inc. Note Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes. In the event that any such invoice is not paid within 30 Business Days after the Company’s receipt thereof, interest on the amount of such invoice shall be due and any Note Guaranty and (c) payable at the costs and expenses incurred in connection Default Rate commencing with the initial filing of this Agreement and all related documents and financial information with 31st Business Day after the SVO, provided that Company’s receipt thereof until such costs and expenses under this clause (c) shall not exceed $5,000invoice has been paid. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Obligors will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holdersrequired, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty the Subsidiary Guaranty, or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty the Subsidiary Guaranty, or the Notes Notes, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty the Subsidiary Guaranty, or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer any Obligor or any other Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by the Subsidiary Guaranty, and by the Notes and any Note Guaranty Notes, and (c) the costs and expenses not in excess of $3,000 incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Securities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof. The Issuer Obligors will pay, and will save each Purchaser you and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Noteyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, ; (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty Agreement; and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,000. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, from (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder holder) in connection with its purchase of the Notes) Notes and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, due to (a) any failure of any representation or warranty of the Company in this Agreement to be true and correct in all wire transfer fees that material respects on the date as of which made and at the time of the Closing (except, in each case, to the extent any bank deducts from any payment under such Note to such holder representation or otherwise charges warranty expressly relates to a holder different date, in which case as of a Note such different date) or (b) any failure by the Company to perform or comply in all material respects with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Noteany covenant or agreement contained in this Agreement.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, Purchasers and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers each Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Note Guaranty or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,000. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of its Notes). Costs and expenses payable pursuant to this Section 15.1 shall be paid in either Dollars or Euros depending on the Notes) currency in which such costs and (ii) any expenses are incurred and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Notebilled.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holdersrequired, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note the Notes, the Trust Guaranty or the Notes Subordination Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note the Notes, the Trust Guaranty or the Notes Subordination Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note the Notes, the Trust Guaranty or the NotesSubordination Agreement, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the ParentTrust, the Issuer Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and any Note Notes, by the Trust Guaranty or by the Subordination Agreement and (c) the fees and costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Securities Valuation Office of the National Association of Insurance Commissioners or any successor organizations succeeding to the authority thereof. The Issuer Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Noteyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty or Subsidiary Guaranty, the Notes or any other Financing Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or Subsidiary Guaranty, the Notes or any other Financing Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Subsidiary Guaranty, the Notes or the Notes, any other Financing Agreement or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty or any other Financing Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,000 per Series. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,000. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummatedconsummated or any Notes are issued hereunder, the Issuer Company will pay all reasonable, documented and invoiced costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the reasonable, documented and invoiced costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any reasonable, documented and invoiced fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes). The Company shall indemnify each holder of the Notes and each of its Related Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the Notes, the other Note Documents, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or under the Notes, the other Note Documents, or the consummation of the transactions contemplated hereby or thereby, (ii) any and all wire transfer fees that Notes or the use of the proceeds thereof, (iii) any bank deducts actual or alleged presence or release of Hazardous Materials on or from any payment under such Note property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to such holder the Company or otherwise charges any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a holder third party or by the Company or any of the Company’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a Note with respect to a payment under such Noteparty thereto; provided that such holder indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have submitted a request for resulted from the gross negligence or willful misconduct of such deducted amount within 30 days Indemnitee. The obligations of the receipt Company under this Section 15.1 shall survive the transfer of any Note or portion thereof or interest therein by any Purchaser or Transferee and the related payment under its of any Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Obligors will pay all costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for counsel, unless an Event of Default or Default has occurred and is continuing, approved in advance by the holders, taken as a wholeObligors) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes Financing Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes Financing Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the NotesFinancing Documents, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer or any Subsidiary Obligor or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty Financing Documents and (c) the costs and expenses expenses, if any, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000. The Issuer Obligors will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for and, with respect to any costs or expenses arising after the holders, taken as a whole, andClosing, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of ‑38‑ UGI Utilities, Inc. Note Purchase Agreement being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500.00. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such 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, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer or any Subsidiary Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all Kxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,000. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500 for each series of Notes. The Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note the Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note the Subsidiary Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note the Subsidiary Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and any Note by the Subsidiary Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the holders, taken as a whole, whole and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a whole) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Guarantee or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Guarantee or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Guarantee or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of for one financial advisor for all of Purchasers and the holders of the Notes, as a whole, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty Guarantee and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0005000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the holders, taken holders of the Notes as a whole, group and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken holders of the Notes as a wholegroup) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the documented costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or EQUITY ONE, INC. NOTE PURCHASE AGREEMENT informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the documented costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the documented costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500 for each series of Notes. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its proceeds of the Notes by the Company; provided, however, that the Company shall not be obligated to indemnify any Purchaser or other holder of a Note for (x) any acts or omissions of such Person in connection with matters described in this subsection to the extent arising from the gross negligence, or willful misconduct of such Person, or (y) claims, fees, costs, expenses, judgments, liabilities, orders, decrees, fines, penalties or other obligations to the extent arising out of or resulting from claims of one or more Purchasers or other holders of a Note against another Purchaser or other holder of a Note.

Transaction Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, Purchasers and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers each Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Note Guaranty or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,000. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the its Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes or any other Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes or any other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the NotesNotes or any other Note Document, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0007,500. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of one a single special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holdersrequired, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty the Notes, the Intercreditor Agreement or the Notes Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty the Notes, the Intercreditor Agreement or the Notes Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty the Notes, the Intercreditor Agreement or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, and (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and Notes. The Company’s obligation to pay any Note Guaranty and (c) the costs and expenses incurred in connection with pursuant to this Section 15.1 shall be conditioned upon its receipt of an invoice therefor (such invoice to include reasonable detail as to the initial filing of this Agreement and all related documents and financial information with the SVO, provided that basis for such costs and expenses under this clause (c) shall not exceed $5,000expenses). The Issuer Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Noteyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for for, collectively, the holdersPurchasers (and Additional Purchasers under any Supplement) and each other holder of a Note, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholein each relevant jurisdiction) incurred by the Purchasers Purchasers, the Additional Purchasers, if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser, Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser and an Additional Purchaser, or other holder in connection with its purchase of the Notes) ), and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and all wire transfer expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers, the Additional Purchasers, if any, and each other holder of a Note, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any bank deducts from any payment under BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT Note by such Note to Purchaser or such holder of a Note or otherwise charges (y) a claim between a Purchaser and an Additional Purchaser, or holder of a Note, on the one hand, and any other Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Company and/or its Affiliates). Notwithstanding anything to the contrary, the Company shall not be liable to a Purchaser and an Additional Purchaser, or holder of a Note for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the transactions contemplated hereunder or under any Note asserted by a Purchaser and an Additional Purchaser, or a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days against the Company or any of the receipt of the related payment under its NoteAffiliates.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Parties, jointly and severally, will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one a local or other counsel in each relevant jurisdiction and, in the event of any conflict of interest, one additional counsel for the each group of similarly situated Purchasers or holders, taken as a whole) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty or the Notes or any other Note Document (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or any other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any other Note Guaranty or the NotesDocument, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees of one financial advisor for all of Purchasers and the holders of the Notes, as a whole, incurred in connection with the insolvency or bankruptcy of the Parent, the any Issuer Party or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty Documents and (c) the costs and -51- US-DOCS\7728438.31 expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders in connection with the issuance of the Notes (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days , and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of proceeds of the related payment under its NoteNotes by the Company, other than any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the bad faith, gross negligence or willful misconduct of a Purchaser or other holder of the Notes as determined by a court of competent jurisdiction in a final and non-appealable judgment.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for for, collectively, the holdersPurchasers (and Additional Purchasers under any Supplement) and each other holder of a Note, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholein each relevant jurisdiction) incurred by the Purchasers Purchasers, the Additional Purchasers, if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser, Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser and an Additional Purchaser, or other holder in connection with its purchase of the Notes) ), and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and all wire transfer expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers, the Additional Purchasers, if any, and each other holder of a Note, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any bank deducts from any payment under Note by such Note to Purchaser, such holder Additional Purchaser or otherwise charges to a such holder of a Note with respect or (y) a claim between a Purchaser and an Additional Purchaser, or holder of a Note, on the one hand, and any other Purchaser, Additional Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Company and/or its Affiliates). Notwithstanding anything to the contrary, the Company shall not be liable to a payment under such Note; provided such Purchaser and an Additional Purchaser, or holder shall have submitted of a request Note for such deducted amount within 30 days any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the receipt of the related payment transactions contemplated hereunder or under its any Subsidiary Guaranty or Note.. BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay (i) all reasonable costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by any Subsidiary Guaranty and by the Notes and any Note Guaranty and (c) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,000 for each series of Notes. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any reasonable fees, costs or expenses, if any, of brokers and finders (other 45 Artisan Partners Holdings LP Note Purchase Agreement than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all reasonable wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such NoteNote and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company; provided such holder provided, that the Company shall have submitted no obligation under this clause (iii) to the extent such obligation has resulted from (A) the gross negligence or willful misconduct of a request for Purchaser or other holder or (B) the material breach of such deducted amount within 30 days of the receipt of the related payment under its NotePurchaser’s or other holder’s obligations hereunder.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, Purchasers and any Additional Purchasers and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers, any Additional Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), any Note the Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this AgreementAgreement (including any Supplement), any Note the Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Note the Guaranty Agreement or the Notes, or by reason of being a holder of any NoteNote or a beneficiary of the Guaranty Agreement, and (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby (including all Supplements), by the Guaranty Agreement and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Notes. The Issuer Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of the its Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for for, collectively, the holdersPurchasers and each other holder of a Note, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel in each applicable jurisdiction for the all such holders, taken as a whole) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note such Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note such Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, Note and (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note such Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. If required by the NAIC, provided that such costs the Company shall obtain and expenses under maintain at its own cost and expense a Legal Entity Identifier (LEI). For the avoidance of doubt, this clause (c) Section 15.1 shall not exceed $5,000apply to any taxes other than taxes that arise from non-tax claims. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) ), and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers and each other holder of a Note, taken as a whole, and, if reasonably required by the Required Holders, one local counsel in each applicable jurisdiction for all wire transfer such Purchasers and holders, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that any bank deducts resulted from any payment under (x) the bad faith, gross negligence or willful misconduct by such Note to Purchaser or such holder or otherwise charges to a holder of a Note with respect as determined in a final non-appealable judgment from a court of competent jurisdiction or (y) a claim between any Purchaser or holder of a Note, on the one hand, and any other Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Company and/or its Affiliates). Notwithstanding anything to the contrary, no party hereto shall be liable to any other party hereto for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days result of the receipt of the related payment transactions contemplated hereunder or under its any Subsidiary Guaranty or any Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note the Notes, the Subsidiary Guaranty Agreement or the Notes Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note the Notes, the Subsidiary Guaranty Agreement or the Notes Intercreditor Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note the Notes, the Subsidiary Guaranty Agreement or the NotesIntercreditor Agreement, or by reason of being a holder of any Note, and (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and Notes. The Company shall not, in connection with any Note Guaranty and (c) of the matters described in this Section 15.1, be liable for the costs and expenses incurred in connection with of more than one separate legal firm, and separate local counsel as reasonably required, unless a holder of a Note reasonably determined that its interests as such a holder differ from the initial filing interests of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000other holders of Notes so as to require legal advice. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Subsidiary Guarantee or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Subsidiary Guarantee or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Subsidiary Guarantee or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty Subsidiary Guarantee, and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,0001,500 for each Series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Note.proceeds of the Notes by the Company. ACTIVE 58093961v3 Colliers International EMEA Xxxxx PLCColliers International Group Inc.Fifth Amendment to 2018 Note Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer will Trust and the Company, jointly and severally, agree to pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note the Notes, the Trust Guaranty or the Notes any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note the Notes, the Trust Guaranty or the Notes any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note the Notes, the Trust Guaranty or the Notesany Subsidiary Guaranty, or by reason of being a holder of any Note, and (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the ParentCompany, the Issuer Trust or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, the Trust Guaranty and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Subsidiary Guaranty. The Issuer will Trust and the Company, jointly and severally, agree to pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such 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, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer or any Subsidiary Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,000 per Series. The Issuer Company will pay, and Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. Note Purchase Agreement will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500 per series; provided, further, that the aggregate amount of attorneys’ fees of a special counsel to the Purchasers and, if reasonably required by the Required Holders, local or other counsel incurred in connection with the execution and delivery of this Agreement and the Closing of the Notes and to be paid by the Company shall not exceed $100,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for for, collectively, the holdersPurchasers (and Additional Purchasers under any Supplement) and each other holder of a Note, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel in each relevant jurisdiction for the all such holders, taken as a whole) incurred by the Purchasers Purchasers, the Additional Purchasers, if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement BlackRock Private Credit Fund Master Note Purchase Agreement (including any Supplement), any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided provided, that such costs and expenses under this clause (c) shall not exceed $5,0003,500 per tranche. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser, Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser and an Additional Purchaser, or other holder in connection with its purchase of the Notes) ), and (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers and each other holder of a Note; provided , taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case other than any judgment, liability, claim, order, decree, fine, penalty, cost, fee judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any Note by such Purchaser or such holder shall have submitted of a request for such deducted amount within 30 days Note or (y) a claim between a Purchaser or holder of a Note, on the receipt one hand, and any other Purchaser or holder of a Note, on the related payment under other hand (other than claims arising out of any act or omission by the Company and/or its NoteAffiliates).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ ' fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holdersrequired, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors' fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and Notes. The Company shall not, in connection with any Note Guaranty and (c) of the matters described in this Section 15.1, be liable for the costs and expenses incurred in connection with of more than one separate legal firm, and separate local counsel as reasonably required, unless a holder of a Note reasonably determines that its interests as such a holder differ from the initial filing interests of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000other holders of Notes so as to require separate legal advice. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a such Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Noteholder).

Transaction Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Issuer will Parent Guarantor and the Company jointly and severally agree to pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers each Purchaser and each Additional Purchaser and each other holder of a Note in connection with such transactions the negotiation of this Agreement and the other Note Documents and in connection with any amendments, waivers or consents under or in respect of this Agreement, Agreement (including any Note Guaranty Supplement) or the Notes or any other Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement (including any Note Guaranty Supplement) or the Notes or any other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement (including any Note Guaranty Supplement) or the NotesNotes or any other Note Document, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the ParentParent Guarantor, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes or by any other Note Document, (c) the costs and any Note Guaranty expenses of UCC searches and UCC filings, (d) the costs and expenses of the Security Agent and the Collateral Agent in accordance with the Security Agreement and Intercreditor Agreement and (ce) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed U.S. $5,0003,000. The Issuer will Parent Guarantor and the Company jointly and severally agree to pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a whole) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers Purchaser and the holders of the Notes, as a whole, incurred in connection The Toro Company Note Purchase Agreement with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0005,000 for each Series of the Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note 2017 Series A Bond in connection with such transactions and in connection with any amendments, CHUGACH ELECTRIC ASSOCIATION, INC. Bond Purchase Agreement waivers or consents under or in respect of this Agreement, any Note Guaranty or the Notes Financing Agreement (whether or not such 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, any Note Guaranty or the Notes Financing Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this any Financing Agreement, any Note Guaranty or the Notes, or by reason of being a holder of any Note2017 Series A Bond, (b) the reasonable costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty Financing Agreement and (c) the costs and expenses incurred in connection with the initial filing of this any Financing Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,000. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note 2017 Series A Bond harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note2017 Series A Bonds).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the ParentParent Guarantor, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500 per series of Notes. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Note.. Terreno Realty LLC Note Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer each Obligor will jointly and severally pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of Oaktree Capital Management, L.P. Note and Guaranty Agreement a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including fees of one reasonable financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes; provided that (x) with respect to attorneys’ fees payable by the Obligors pursuant to this Section 16.1, the Obligors shall not be obligated to pay for the attorneys’ fees of more than one firm of special counsel (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively) and, to the extent that local or other counsel is reasonably required, the attorneys’ fees of no more than one firm of such local or other counsel (which firm shall be the firm retained to represent the Purchasers and any Note Guaranty all other holders of Notes collectively), and (y) with respect to financial advisors’ fees payable by the Obligors pursuant to this Section 16.1, the Obligors shall not be obligated to pay for financial advisors’ fees and related costs and expenses for more than one firm of financial advisors (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively), and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,000. The Issuer Each Obligor will pay, and will save hold each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder . Notwithstanding anything in this Agreement to the contrary, the Obligors shall have submitted not pay to any Purchaser any costs or expenses consisting of, nor hold any Purchaser harmless from, any income or other similar taxes payable by a request for such deducted amount within 30 days Purchaser as a result of the receipt of the related payment under its Notetransactions contemplated hereby.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the Purchasers and holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel in each applicable jurisdiction and/or one specialty counsel in each applicable specialty, for the Purchasers and holders, taken as a whole) incurred by the Purchasers and each other holder of a Note in connection with such transactions the execution of this Agreement, the Notes and the Note Guaranties on the date hereof and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one XXXXXX REALTY, L.P. NOTE PURCHASE AGREEMENT financial advisor for all of the Purchasers and the holders of the Notesholders, taken as a whole, incurred in connection with the insolvency or bankruptcy of the ParentGeneral Partner, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500 per series. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such NoteNote and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company; provided such holder provided, that the Company shall have submitted no obligation under this clause (iii) to the extent such obligation has resulted from (x) the gross negligence or willful misconduct of a request for Purchaser or (y) the material breach in bad faith of such deducted amount within 30 days of the receipt of the related payment under its NotePurchaser’s obligations hereunder.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable costs and expenses (including reasonable and documented attorneys’ ' fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holdersrequired, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such 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, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) if you acquired your Existing Notes for at least par and your adjusted tax basis in the Existing Notes is equal to the price paid, excluding any amount paid for accrued but unpaid interest and reduced by any principal payments received, any and all tax liability under the Code resulting from the assumption by the Company and surrender of the Existing Notes and the issuance of the Notes in exchange therefor pursuant to this Agreement, excluding any tax liability arising from the receipt of the amendment fee, and (c) the reasonable costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors' fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Notes. The Issuer Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Noteyou).

Transaction Expenses. Whether or not any of the transactions contemplated hereby are consummated, the Issuer Company will pay pay, within 15 days of each demand therefor (such demand to be accompanied by supporting documentation in reasonable detail), (a) all of the costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a whole) incurred by the Purchasers each Purchaser and each other holder of a Note (including, without limitation, reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other appropriate counsel for all Purchasers) in connection with such transactions the preparation, execution and in connection with any delivery of this Agreement and the other Note Documents and all amendments, waivers or consents under or in respect of this Agreement, Agreement or any of the other Note Guaranty or the Notes Documents (whether or not such amendment, waiver or consent becomes effective), and (b) all of the costs and expenses incurred by each Purchaser and each other holder of a Note (including, without limitation, reasonable attorneys’ fees of a special counsel and if reasonably required, local or other appropriate counsel for you and the Other Purchasers) in connection with the administration and enforcement of this Agreement and the other Note Documents, including, without limitation: (ai) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement or any of the other Note Guaranty or the Notes Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or any of the other Note Guaranty or the NotesDocuments, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeand (ii) the reasonable costs and expenses (including, without limitation, financial advisors’ fees) incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Restructured Subsidiary or in connection with any work-out out, renegotiation or restructuring of any of the transactions contemplated hereby and or by the Notes and any other Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Documents. The Issuer Company will pay, and will save each Purchaser and each other holder of a Note the Notes harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a any such Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Noteholder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note Bond in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, Agreement or any Note Guaranty or the Notes Bond Document (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement or any Note Guaranty or the Notes Bond Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, or any Note Guaranty or the Notesother Bond Document, or by reason of being a holder of any NoteBond, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer or any Subsidiary Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Bonds and any Note Guaranty Bond Document and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0004,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note Bond harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and Bonds), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note Bond to such holder or otherwise charges to a holder of a Note Bond with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Bond and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Bonds by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note NPA Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note NPA Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note NPA Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note NPA Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,0005,000 per Series of Note. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders Public Service Company of New Mexico Note Purchase Agreement (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the receipt transactions contemplated hereby, including the use of the related payment under its Noteproceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable and documented costs and expenses (including reasonable ‑31‑ American Assets Trust, L.P. Note Purchase Agreement and documented attorneys’ fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholein each applicable jurisdiction and/or one specialty counsel in any applicable specialty) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty or the Notes Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty or the NotesDocument, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notesholders, taken as a whole, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer any Note Party or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty Document and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,500. If required by the NAIC, each Note Party shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Issuer Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and ), (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company provided, that the Company shall have submitted no obligation under this clause (iii) to the extent such obligation has resulted from (x) the gross negligence or willful misconduct of a request for holder or (y) the material breach in bad faith of such deducted amount within 30 days of the receipt of the related payment under its Noteholder’s obligations hereunder.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer will and the Company jointly and severally agree to pay all costs and expenses (including reasonable and documented attorneys’ ' fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holdersrequired, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), includingincluding without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or any Subsidiary Guarantee or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Note Guaranty or the NotesSubsidiary Guarantee, or by reason of being a holder of any Note, and (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors' fees, incurred in connection with the insolvency or bankruptcy of the ParentIssuer, the Issuer Company or any Subsidiary Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Notes. The Issuer will and the Company jointly and severally agree to pay, and will jointly and severally agree to save each Purchaser you and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than thosethose retained by you). In furtherance of the foregoing, on the date of the Closing the Issuer will pay or cause to be paid the fees and disbursements and other charges (including estimated unposted disbursements and other charges as of the date of the Closing) of Willkie Farr & Gallagher, your special counsel, which are reflected in xxx xxxxxxxnt xx xxxx xpecial counsel submitted to the Issuer at least one Business Day prior to the date of the Closing. The Issuer will also pay, promptly upon receipt of supplemental statements therefor, reasonable additional fees, if any, retained by a Purchaser or and disbursements and other holder charges of such special counsel in connection with its purchase the transactions hereby contemplated (including disbursements and other charges unposted as of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days date of the receipt of Closing to the related payment under its Noteextent such disbursements and other charges exceed estimated amounts paid as aforesaid).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Obligors will pay all costs and expenses (including reasonable and documented attorneys’ ' fees of one special counsel for the holders, taken as a whole, Purchasers and, if reasonably required by the Required Holdersrequired, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder the holders of a Note Notes in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty the Notes or the Notes Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty the Notes or the Notes Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, any Note Guaranty the Notes or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors' fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer an Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty Notes, or by the Subsidiary Guaranty, and (c) the costs reasonable cost and expenses incurred in connection with the initial filing of this Agreement and Agreement, all related documents and financial information, all subsequent annual and interim filings of documents and financial information related hereto with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Securities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof. The Issuer Obligors will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its NotePurchasers).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer each Obligor will jointly and severally pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or Oaktree Capital Management, L.P. Note and Guaranty Agreement consents under or in respect of this Agreement, any Note Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including fees of one reasonable financial advisor for all of Purchasers and the holders of the Notes, as a wholeadvisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes; provided that (x) with respect to attorneys’ fees payable by the Obligors pursuant to this Section 16.1, the Obligors shall not be obligated to pay for the attorneys’ fees of more than one firm of special counsel (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively) and, to the extent that local or other counsel is reasonably required, the attorneys’ fees of no more than one firm of such local or other counsel (which firm shall be the firm retained to represent the Purchasers and any Note Guaranty all other holders of Notes collectively), and (y) with respect to financial advisors’ fees payable by the Obligors pursuant to this Section 16.1, the Obligors shall not be obligated to pay for financial advisors’ fees and related costs and expenses for more than one firm of financial advisors (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively), and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, provided that such costs and expenses under this clause (c) shall not exceed $5,0003,000 for each series of Notes. The Issuer Each Obligor will pay, and will save hold each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder . Notwithstanding anything in this Agreement to the contrary, the Obligors shall have submitted not pay to any Purchaser any costs or expenses consisting of, nor hold any Purchaser harmless from, any income or other similar taxes payable by a request for such deducted amount within 30 days Purchaser as a result of the receipt of the related payment under its Notetransactions contemplated hereby.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer Company will pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holdersrequired, one local or other counsel acting for the all holders, taken as a whole) incurred by the Purchasers and each other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty or the Notes or a Subsidiary Guarantee Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes or a Subsidiary Guarantee Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty or the Notes, or any Subsidiary Guarantee Agreement or by reason of being a holder of any Note, and (b) the costs and expenses, including fees of one financial advisor advisors’ fees acting for all of Purchasers and the holders of the Notes, as a whole, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Notes. The Issuer Company will payindemnify, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than thosethose retained by such Purchaser). In furtherance of the foregoing, on the date of the Closing, the Company will pay or cause to be paid the reasonable fees and disbursements of your special counsel which are reflected in the statements of such special counsel submitted to the Company in accordance with Section 4.7. The Company will also pay, promptly upon receipt of supplemental statements therefor, reasonable additional fees, if any, retained by a Purchaser or other holder and disbursements of such special counsel in connection with its purchase the transactions hereby contemplated (including disbursements unposted as of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder date of a Note with respect statement to a payment under the extent such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its Notedisbursements exceed estimated disbursements covered by prior statements).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Issuer The Guarantor will pay all costs and expenses (including including, without limitation, reasonable and documented attorneys’ fees of one a special United States counsel for the holders, taken as and a whole, special English counsel and, if reasonably required by the Required Holdersrequired, one other local or other counsel for the holders, taken as a wholecounsel) incurred by the Purchasers and each other holder of a Note Holder in connection with such transactions this Guarantee and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty or the Notes Guarantee (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Guarantee, the Amended and Restated Note Purchase Agreement, any Note Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Guarantee, the Amended and Restated Note Purchase Agreement, any Note Guaranty or the Notes, or by reason of being a holder of any Note, ; and (b) the costs and expenses, including fees of one including, without limitation, financial advisor for all of Purchasers advisors’ and the holders of the Notes, as a wholereporting or investigating accountants’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Issuer or any Subsidiary Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby by this Guarantee, the Amended and by Restated Note Purchase Agreement, or the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000Notes. The Issuer Guarantor will pay, and will save each Purchaser Holder and hold each other holder of a Note Holder harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the receipt of the related payment under its NoteHolder).