Common use of Transaction Expenses Clause in Contracts

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any Subsidiary Guaranty (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, 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 Subsidiary Guaranty, or by reason of being a holder of any Note, (b) the reasonable costs and expenses incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, and (c) the reasonable costs and expenses incurred in connection with the delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7. The Obligors will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 any Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes or any Subsidiary Guaranty (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 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 Guaranty Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, ; (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Guaranty Agreement; and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 Notes)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 material respects on the date as of which made and at the time of the Closing (except, in each case, to the extent any representation or warranty expressly relates to a different date, in which case as of such different date) or (b) any failure by the Company to perform or comply in all material respects with any covenant or agreement contained in this Agreement.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all reasonable related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each or any other holder of a Note in connection with such the transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any Subsidiary Guaranty the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Subsidiary Guaranty Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary GuarantyNotes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note, Note and (b) the reasonable out-of-pocket costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (c) the reasonable costs and expenses incurred in connection with the delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7LEI). The Obligors Company will pay, and will save each Purchaser the Purchasers 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 such Person), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder in connection or otherwise charges to a holder of a Note with its purchase respect to a payment under such 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 any Notes)the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a one special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (bii) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work‑out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the insolvency or bankruptcy initial filing of any Obligor or any Subsidiary or in connection this Agreement and all related documents and financial information with any work-out or restructuring of the transactions contemplated hereby and by the NotesSVO provided, and (c) the reasonable that such costs and expenses incurred in connection with the delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7under this clause (iii) shall not exceed $5,000. The Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 or sale of any Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Agreement or the Notes or any Subsidiary Guaranty (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, 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, Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,500 per Series. The Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless fromfrom (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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Issuer and the General Partner will pay all reasonable documented costs and expenses (including reasonable attorneys’ fees of a one special counsel for the Purchasers and holders of Notes, as a whole and, if reasonably required by the Required Holders, one local or other counselcounsel in each applicable jurisdiction and/or one specialty counsel in any applicable specialty for the Purchasers and holders of Notes, 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 Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Issuer, the General Partner or any Subsidiary of their Subsidiaries or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and by any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery 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 $6,500, provided that if there is a conflict of interest between any Subsidiary Guaranty Purchaser or Joinder Agreement as contemplated holder of a Note and one or more other Purchasers and holders of Notes, the Issuer and the General Partner will pay such costs and expenses of a separate counsel and a separate financial advisor for each such conflicted Purchaser or holder of a Note. If required by Section 9.7the NAIC, the Issuer shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors Issuer and the General Partner will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) 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 (2) any Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay (and indemnify the Purchasers for) all reasonable costs and expenses (including reasonable attorneys’ fees of a single special counsel hired by the Purchasers and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers Purchasers, and each other holder of a Note Bond in connection with such transactions (including in connection with the filing or recordation of all financing statements and instruments as may be required by the Purchasers or the Trustee in connection with this Agreement or any Bond Document, or any amendment thereto, including, without limitation, all documentary stamps, recordation and transfer taxes and other costs and taxes incident to recordation of any document or instrument in connection herewith) and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes Agreement or any Subsidiary Guaranty the Bonds (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, the Notes other Bond Documents or any Subsidiary Guaranty the Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes other Bonds Documents or any Subsidiary Guarantythe Bonds, or by reason of being a holder of any NoteBond, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Bonds and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 the Purchasers). The Company agrees to save harmless and indemnify each Purchaser from and against any liability resulting from the failure to reimburse such Purchaser for any required documentary stamps, recordation and transfer taxes, recording costs, or any other holder expenses incurred by such Purchaser in connection with its purchase this Agreement which are required by the terms of any Notes)this Agreement to be paid or reimbursed by the Company. Section 15.2.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Issuers will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) 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 the Subsidiary Guarantee or the Notes or any Subsidiary Guaranty (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, the Subsidiary Guarantee 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 Subsidiary Guarantee or any Subsidiary Guarantythe Notes, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and the Subsidiary Guarantee, provided, however, that the Issuers shall only be liable under this Section 15.1 for the reasonable attorney’s fees of a single special counsel and, if reasonably required, a single local counsel in each jurisdiction where any Issuer or Subsidiary Guarantor conducts business, in each case acting on behalf of the holders of Notes as a group, unless, in the reasonable judgment of any holder of Notes a conflict exists between such holder of Notes and any other holder of Notes, and (c) in which event the reasonable costs Issuers shall be obligated to pay the fees and expenses incurred in connection with the delivery of any Subsidiary Guaranty such additional counsel or Joinder Agreement counsels as contemplated by Section 9.7shall be necessary to eliminate such conflict. The Obligors Issuers will pay, and will save each Purchaser and each other holder of a Note harmless 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 Purchaser or other holder in connection with its purchase of any NotesPurchaser).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any Subsidiary Guaranty the Financing Agreements (including 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, the Notes or any Subsidiary Guaranty Financing Agreements (including the Notes) or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary GuarantyFinancing Agreements (including the Notes), or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the NotesNotes or by any other Financing Agreement, and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000, (d) the fees and expenses of the Collateral Agent under the Security Documents and (e) the fees and expenses of the Financial Advisor. The Obligors will pay, and will save each Purchaser and each other holder of a Note harmless from, 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). The Parent Guarantor agrees to pay all stamp, documentary or similar taxes or fees which may be payable in respect of the execution and delivery (but not the transfer of any Notes)) or the enforcement of the Financing Agreements (including any Note) or any Subsidiary Guarantee in the United States or The Netherlands or of any amendment of, or waiver or consent under or with respect to, the Financing Agreements (including any Notes) or any Subsidiary Guarantee, and to pay any value added tax due and payable in respect of reimbursement of costs and expenses by the Parent Guarantor pursuant to this Section 16, except for the value added tax that is recoverable or refundable for the parts to be reimbursed, and will save each holder of a Note to the extent permitted by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax or fee required to be paid by the Parent Guarantor hereunder.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guarantee Agreement or the Notes or any Subsidiary Guaranty (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 Subsidiary Guarantee 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, the Notes or any Subsidiary GuarantyGuarantee Agreement or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guarantee Agreement and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,500. The Obligors 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 Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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 reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500 for each Series. The Obligors 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 Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Issuer will pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of a one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counselcounsel 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 or any Subsidiary Guaranty (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 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 or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses 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 any Obligor 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, Notes and any Note Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and 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 Obligors 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 Notes)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 Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guarantee or the Notes or any Subsidiary Guaranty (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 Subsidiary Guarantee 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 Subsidiary GuarantyGuarantee or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the NotesNotes and any Subsidiary Guarantee, and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $1,500 for each Series of Notes. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes or any Subsidiary Guaranty (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, 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 Subsidiary Guaranty, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000. The Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes or any Subsidiary Guaranty (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 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 Guaranty Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Guaranty Agreement and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and 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 Obligors 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 Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO. The Obligors 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 Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes or any Subsidiary Guaranty (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 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 Guaranty Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Guaranty Agreement and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. The Obligors 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 Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty, any Collateral Document or the Notes or any Subsidiary Guaranty (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 Subsidiary Guaranty, any Collateral Document 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 Subsidiary Guaranty, any Collateral Document or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, any Collateral Document and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $4,500. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers and, if reasonably required by the Required Holders, local or other counsel) 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 Notes or any 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, 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 Subsidiary Guaranty, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and 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 Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 any its Notes).

Transaction Expenses. Whether or not Except as otherwise provided herein, each party hereto shall pay its own fees, costs and expenses incurred in connection herewith and the transactions contemplated hereby are consummatedhereby, including the Obligors fees, costs and expenses of its financial advisors, accountants and legal counsel. The Company will pay all reasonable and documented costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other single counsel) 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 Notes Agreement or any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective)the Notes, 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, 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, Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with a Regulatory Agency provided, that such costs and expenses under this clause (c) shall not exceed $3,000 for each series of Notes and provided further that the reasonable costs and expenses incurred in the diligence, negotiation and execution of this Agreement shall not exceed $50,000. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 Notes)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; provided that such indemnity shall not, as to any Purchaser or holder of Note, be available to the extent that such judgments, liabilities, claims, orders, decrees, fines, penalties, costs, fees, expenses or obligations (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence or willful misconduct of such Purchaser or holder of a Note or (ii) a material breach by such Purchaser or holder of a Note of its express obligations under this Agreement or (y) result from claims of any Purchaser or holder of a Note solely against one or more other Purchasers or holders of a Note. 18.2.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) 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 Notes the Notes, the Intercreditor Agreement or any Subsidiary Guaranty 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, the Notes or any Subsidiary 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, the Notes Notes, the Intercreditor Agreement or any Subsidiary GuarantyGuaranty Agreement, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, and (c) the reasonable costs and expenses incurred in connection with the delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7. The Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless 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 Purchaser or other holder in connection with its purchase of any NotesPurchaser).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay (and indemnify the Purchasers for) all reasonable costs and expenses (including reasonable attorneys’ fees of a single special counsel hired by the Purchasers and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers Purchasers, and each other holder of a Note Bond in connection with such transactions (including in connection with the filing or recordation of all financing statements and instruments as may be required by the Purchasers or the Trustee in connection with this Agreement or any Bond Document, or any amendment thereto, including, without limitation, all documentary stamps, recordation and transfer taxes and other costs and taxes incident to recordation of any document or instrument in connection herewith) and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes Agreement or any Subsidiary Guaranty the Bonds (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, the Notes other Bond Documents or any Subsidiary Guaranty the Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes other Bonds Documents or any Subsidiary Guarantythe Bonds, or by reason of being a holder of any NoteBond, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Bonds and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 the Purchasers). The Company agrees to save harmless and indemnify each Purchaser from and against any liability resulting from the failure to reimburse such Purchaser for any required documentary stamps, recordation and transfer taxes, recording costs, or any other holder expenses incurred by such Purchaser in connection with its purchase this Agreement which are required by the terms of any Notes)this Agreement to be paid or reimbursed by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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 reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company, the 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, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery 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 $3,500. In the event that any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7such 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 Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 any Notes).,

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors will Parent Guarantor and the Company, jointly and severally, agree to pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes the Notes, the Parent Guaranty or any Subsidiary Affiliate Guaranty (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, the Notes Notes, the Parent Guaranty or any Subsidiary Affiliate Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes Notes, the Parent Guaranty or any Subsidiary Affiliate Guaranty, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company, the Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, the Parent Guaranty and any Affiliate Guaranty, (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (c) shall not exceed $3,000 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 Obligors 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, 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 any the Notes).. Essex Portfolio, L.P. Note Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes or any Subsidiary Guaranty (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 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 Guaranty Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, ; (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Guaranty Agreement; and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000. The Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 any Notesholder).

Transaction Expenses. Whether or not the transactions contemplated hereby by this Agreement are consummated, the Obligors Company will pay all reasonable 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 Holder in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes the Indenture or any Subsidiary Guaranty the Bonds (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, the Notes Indenture or any Subsidiary Guaranty the Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes Indenture or any Subsidiary Guarantythe Bonds, or by reason of being a holder of any Note, Holder; (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the 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, Bonds; and (c) the reasonable 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 delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 Bonds), (ii) any Notes)and all wire transfer fees that any bank or other financial institution deducts from any payment under such Bond to such Holder or otherwise charges to a Holder with respect to a payment under such 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 Purchaser shall have failed to purchase any Bonds that it is obligated to purchase under this Agreement.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) 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 Notes the Notes, the Subsidiary Guaranty or any Subsidiary Guaranty Subordination 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, the Notes Notes, the Subsidiary Guaranty or any Subsidiary Guaranty Subordination Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes Notes, the Subsidiary Guaranty or any Subsidiary GuarantySubordination Agreement, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Fund, the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes, by the Subsidiary Guaranty or by any Subordination Agreement and (c) the reasonable fees and costs and expenses incurred in connection with the delivery 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 Securities Valuation Office of the National Association of Insurance Commissioners or any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7successor organizations succeeding to the authority thereof. The Obligors Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, 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 any Notesyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes)., (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 (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. The York Water Company Note Purchase Agreement

Transaction Expenses. Whether or not any of the transactions contemplated hereby Transactions are consummated, the Obligors Company will pay all reasonable costs and documented out-of-pocket fees and expenses incurred by the Purchasers or Apollo Management (including the reasonable attorneys’ and documented fees and expenses of a special counsel and, if reasonably required by the Required Holders, local or and other counsel) incurred representatives engaged by the Purchasers and each other holder or Apollo Management) up to an aggregate of a Note $1,500,000 in connection with (i) such transactions and in connection with Transactions, (ii) any amendments, waivers or consents under or in respect of this Agreement, any Notes Agreement or any Subsidiary Guaranty the Other Documents (whether or not such amendment, waiver or consent becomes effective)) or (iii) the Purchaser's investment in the Debentures, including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes Agreement or any Subsidiary Guaranty of the Other Documents, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes Agreement or any Subsidiary Guarantyof the Other Documents, or by reason of being a holder of any NoteDebenture, (b) the reasonable costs and expenses expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the NotesTransactions, and (c) any filing fees payable by the reasonable costs and expenses incurred Company or the Purchasers in connection with any filings or submissions required under the HSR Act in connection with the delivery conversion of the Debentures. Prior to paying such expenses, the Company will be given an opportunity to review reasonably detailed invoices related thereto. The obligations of the Company under this Section 7.1 will survive the payment or transfer of any Subsidiary Guaranty Debenture, the enforcement, amendment or Joinder waiver of any provision of this Agreement as contemplated by Section 9.7. The Obligors will payor any Other Agreement, and will save each Purchaser the termination of this Agreement or any Other Agreement. All such fees and each other holder expenses incurred as of a Note harmless from, all claims the Closing Date shall be paid at the Closing in respect of any fees, costs immediately available funds by wire transfer to such bank accounts as the Purchasers or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder Apollo Management shall have notified the Company in connection with its purchase of any Notes)writing.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes or any Subsidiary Guaranty (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 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 Guaranty Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Guaranty Agreement and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated 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 Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (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.

Transaction Expenses. Whether or not Except as otherwise provided herein, each party hereto shall pay its own fees, costs and expenses incurred in connection herewith and the transactions contemplated hereby are consummatedhereby, including the Obligors fees, costs and expenses of its financial advisors, accountants and legal counsel. The Company will pay all reasonable and documented costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other single counsel) 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 Notes Agreement or any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective)the Notes, 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, 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, Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with a Regulatory Agency provided, that such costs and expenses under this clause (c) shall not exceed $3,000 for each series of Notes and provided further that the reasonable costs and expenses incurred in the diligence, negotiation and execution of this Agreement shall not exceed $50,000. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 Notes).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; provided that such indemnity shall not, as to any 31

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for the Purchasers and any Additional Purchasers, as a group, and, if reasonably required by the Required Holders, local or other counsel) 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 Notes or any 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 AgreementAgreement (including any Supplement), the Notes or any 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), the Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the 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, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty 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 $4,000 for each series or Joinder Agreement as contemplated by Section 9.7tranche of Notes. The Obligors Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, 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 any the Notes).. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). For the avoidance of doubt, costs and expenses shall include any Registration Duty. This Section 15.1 shall not apply with respect to 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 Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes or any Subsidiary Guaranty other Note Document (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, the Notes or any Subsidiary Guaranty 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 Subsidiary Guarantyother Note Document, or (ii) by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any other Note Document and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500 per series of Notes. The Obligors 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 any the Notes), (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 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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Authority will pay all reasonable reasonable, out-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 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 Notes or any Subsidiary Guaranty 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, without limitationif 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 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 Guarantee 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 AgreementNotes, the Notes or any Subsidiary Guaranty, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses incurred in connection with the insolvency or bankruptcy of any Obligor the Authority or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and (c) the reasonable costs and expenses incurred in connection with the delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7Note Guarantee. The Obligors 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 Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or the Parent Guaranty, any 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, the Notes or Parent Guaranty, any 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 Notes or Parent Guaranty, any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, the Parent Guaranty and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000 per Series of Notes. The Obligors 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 Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary 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 SVO; provided, that such costs and expenses under this clause (c) shall not exceed $3,500; 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 any Subsidiary Guaranty or Joinder this Agreement as contemplated and the Closing of the Notes and to be paid by Section 9.7the 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 Obligors 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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummatedconsummated (unless such transactions fail to close as a result of any discretionary action or inaction by any Purchaser) and subject to the provisions of Section 11.8, the Obligors Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each other holder of a Note you in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any Subsidiary Guaranty of the Loan Documents and Warrants (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 of the Notes or any Subsidiary Guaranty Loan Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any of the Notes or any Subsidiary GuarantyLoan Documents, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Material Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes; provided, and however, notwithstanding anything in the foregoing provided to the contrary, the Company shall not be required to pay: (ci) the reasonable fees, costs and expenses of more than one special counsel, and, if reasonably required, local or other counsel, for all the Purchasers; (ii) any legal or other professional fees, costs and expenses incurred in connection with the delivery or attributable to your or any holder’s breach (as determined by a final, binding and non-appealable order of a court of competent jurisdiction) of any Subsidiary Guaranty provision of the Loan Documents or Joinder Agreement as the Warrants applicable to such Person and (iii) legal or other professional fees, costs and expenses incurred prior to (assuming consummation of the transactions contemplated by Section 9.7hereby) and in connection with the Loan Documents and any amendments thereof, which exceed $75,000 in the aggregate. The Obligors Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, 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 you or other holder in connection with its purchase of any Notessuch holder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by an Investor Group Representative or the Required Holders, local or other counsel) incurred by the Investor Group Representatives, 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 Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of this Agreement or any Subsidiary Guaranty or Joinder Agreement as contemplated Series of Notes and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $4,000 with respect to any Series of Notes. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (including reasonable attorneys’ fees and expenses) or obligation that arise out of or in any way relate to or result from the issuance and sale of the Notes hereunder or the other transactions contemplated hereby (including the use of the proceeds of the Notes), including, without limitation, any investigation or litigation or other proceedings (whether or not such Purchaser or other holder of a Note is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or willful misconduct of such Purchaser or other holder of a Note or in any action in which the Company is the prevailing party against such Purchaser or other holder of a Note. Neither any Investor Group Representative nor any Purchaser or other holder of a Note shall be responsible or liable to the Company for any consequential damages which may be alleged.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and 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 Obligors 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 Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of a your special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) 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 Agreement or the Notes or any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, 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, 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, Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, and (c) the reasonable costs and expenses incurred in connection with the delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7. The Obligors Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, 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 Company will pay or cause to be paid the reasonable fees, disbursements and other charges (including estimated unposted disbursements and other charges as of the date of the Closing) of your special counsel which are reflected in the statement of such special counsel submitted to the Company on or prior to the date of the Closing. The Company 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 any Notesthe date of the Closing to the extent such amounts exceed estimated amounts paid as aforesaid).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Issuer will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Affiliate Guaranty or the Notes or any Subsidiary Guaranty (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 Affiliate 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, any Affiliate Guaranty or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Affiliate Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500 for each series of Notes. The Obligors 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 Notes)and all wire transfer fees that 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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes or any Subsidiary Guaranty other Note Document (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, the Notes or any Subsidiary Guaranty 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 Subsidiary Guarantyother Note Document, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any other Note Document and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (c) shall not exceed $3,500. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby (including by any Supplement) are consummated, the Obligors will Parent Guarantor and the Company, jointly and severally, agree to pay all reasonable 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 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 the Notes or any Subsidiary the Guaranty (whether or not such Supplement, 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 AgreementAgreement (including any Supplement), the Notes or any Subsidiary the Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), the Notes or any Subsidiary the Guaranty, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company, the 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, Notes and the Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of this Agreement and any Subsidiary Guaranty Supplement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (c) shall not exceed $3,500 for each Series or Joinder Agreement as contemplated tranche of Notes. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (including reasonable attorney’s 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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes or any Subsidiary Guaranty other Note Document (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, the Notes or any Subsidiary Guaranty 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 Subsidiary Guarantyother Note Document, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes. The Company will also pay all costs and expenses (including reasonable attorneys’ fees) incurred by the Collateral Agent in connection with the Collateral Documents, including, without limitation; (a) search, filing and recording fees and expenses, (cb) the reasonable costs and expenses incurred in connection with the delivery perfection, protection or preservation of rights or interests under the Collateral Documents, and (c) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary Guaranty or Joinder Agreement as in connection with any work-out or restructuring of the transactions contemplated by Section 9.7the Collateral Documents. The Obligors Company shall not, in connection with any of the matters described in this Section 15.1, be liable for the costs and expenses of more than one separate legal firm, and separate local counsel as reasonably required, for the holders of the Notes unless a holder of a Note reasonably determined that its interests as such a holder differ from the interests of other holders of Notes so as to require legal advice. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Agreement or the Notes or any Subsidiary Guaranty (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, 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, Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. The Obligors 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 Notes)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.”

Transaction Expenses. Whether or not any of the transactions contemplated hereby are consummated, the Obligors Company will pay pay, within 15 days of each demand therefor (such demand to be accompanied by supporting documentation in reasonable detail), (a) all reasonable of the costs and expenses incurred by the Collateral Agent, you, each Other Purchaser and each other holder of a Note (including including, without limitation, reasonable attorneys’ ' fees of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counselappropriate counsel for you and the Other Purchasers) in connection with the preparation, execution and delivery of this Agreement, the Notes and the other Note Documents to the extent provided in the Fee Letter and, (b) all of the costs and expenses incurred by the Purchasers Collateral Agent, you, each Other 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 the Collateral Agent, you and the Other Purchasers) in connection with such transactions the administration and in connection with enforcement of this Agreement, the Notes and the other Note Documents, and the custody and preservation of, or the sale or collection from, or other realization upon, any of the Collateral, and (c) all of the amendments, waivers or consents under or in respect of this Agreement, any the Notes or any Subsidiary Guaranty of the other Note Documents (whether or not such amendment, waiver or consent becomes effective), 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, the Notes or any Subsidiary Guaranty of the other Note Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guarantyof the other Note Documents, or by reason of being a holder of any Notethe Notes, and (bii) the reasonable costs and expenses (including, without limitation, financial advisors' fees) incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary of its Subsidiaries or in connection with any work-out out, renegotiation or restructuring of any of the transactions contemplated hereby and hereby, by the Notes, and (c) Notes or by the reasonable costs and expenses incurred in connection with the delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7other Note Documents. The Obligors Company will pay, and will save each Purchaser you and each other holder of a Note the Notes harmless from, 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 you or other holder in connection with its purchase of any Notessuch holder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Agreement or the Notes or any Subsidiary Guaranty (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, 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, Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,500. The Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless fromfrom (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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers and, if reasonably required by the Required Holders, one local or other counsel) 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 Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,500 in the aggregate. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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) (ii) any Notes)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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Constituent Companies will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any the Subsidiary 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, the Notes or any 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, the Notes Subsidiary Guaranty Agreement or any Subsidiary Guarantythe Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and the Subsidiary Guaranty Agreement and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. If required by Section 9.7the NAIC, the Issuer shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors Constituent Companies will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) 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 any the Notes), (2) 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 (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 transactions contemplated hereby, including the use of the proceeds of the Notes by the Issuer.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable documented out-of-pocket costs and expenses (including reasonable and documented 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable documented out-of-pocket costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable documented out-of-pocket costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,500 for each series of Notes. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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 reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company, the 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, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery 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 $3,500. In the event that any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7such 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 Obligors 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 Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable and documented costs and expenses (including reasonable and documented 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the NotesNotes and any Subsidiary Guaranty, and (c) the reasonable costs and expenses incurred with the initial filing, if any, 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) and (d) the costs and expenses incurred in connection with obtaining background checks on the delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7Company and the Investment Advisor, their respective related entities and their respective key professionals prior to Closing (provided, that such costs and expenses under this clause (d) shall not exceed $8,000). The Obligors 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 any the Notes), (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 (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, unless caused by the gross negligence, fraud or willful misconduct of a Purchaser or other holder of a Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Constituent Companies will pay all reasonable out-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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any the Subsidiary 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, the Notes or any 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, the Notes Subsidiary Guaranty Agreement or any Subsidiary Guarantythe Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor a Constituent Company or any Subsidiary of its Subsidiaries or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by the Subsidiary Guaranty Agreement and by the Notes, Notes and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any this Agreement, the Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses shall not exceed $5,000. The Obligors Constituent Companies will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated 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 per series of Note. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required HoldersHolders or the Note Administrative Agent, as applicable, local or other counsel) incurred by the Purchasers and Purchasers, each other holder of a Note, the Note Administrative Agent, the Registrar and the Paying Agent in connection with such transactions and the Financing Documents and in connection with the preparation, negotiation, execution, delivery and administration of the Financing Documents (including the filing of UCC continuation (or similar) statements), and the administration of and any amendments, waivers or consents under or in respect of this Agreement, any Notes or any Subsidiary Guaranty Financing Document (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, the Notes or any Subsidiary Guaranty Financing 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 Subsidiary GuarantyFinancing Document, or by reason of being a holder of any Note, the Note Administrative Agent, the Registrar or the Paying Agent hereunder, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and and/or by the Notesother Financing Documents, and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors Company will indemnify, pay, and will save and hold each Purchaser and Purchaser, each other holder of a Note, the Note Administrative Agent (and any sub-agent thereof), the Paying Agent, the Registrar and the Lead Sustainability Coordinator 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 the Note Administrative Agent, (ii) any Notes)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 loss, 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 execution or delivery of this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or their respective obligations hereunder or thereunder, or the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors 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 a one special counsel for, collectively, the Purchasers (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 counselcounsel in 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 Notes or any 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, the Notes or any 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), the Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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, 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 of a Note or (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).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Constituent Companies will pay all reasonable documented 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any the Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable documented costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any 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, the Notes Subsidiary Guaranty Agreement or any Subsidiary Guarantythe Notes, or by reason of being a holder of any Note, (b) the reasonable documented costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor either Constituent Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and the Subsidiary Guaranty Agreement and (c) the reasonable and documented costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000; provided further, that in connection with the execution of this Agreement and the Closing, the Constituent Companies will not be required to pay the attorney’s fees for more than a single special counsel acting for all Initial Purchasers. The Obligors Constituent Companies will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) 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 (2) any Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Agreement or the Notes or any Subsidiary Guaranty (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, 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, Agreement or the Notes or any Subsidiary Guaranty, or by reason of being a holder of any Note, Note or any Subsidiary Guaranty or (b) the reasonable costs and expenses expenses, including the fees of one financial advisor acting on behalf of all of the holders of the Notes, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, and (c) the reasonable costs and expenses incurred in connection with the delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7. The Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Issuer will pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of a one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counselcounsel 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 or any Subsidiary Guaranty (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 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 or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses 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 any Obligor 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, Notes and any Note Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and 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 Obligors 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 Notes)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 Obligors Company will pay all reasonable costs and expenses (including reasonable and documented 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable out-of-pocket costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable out-of-pocket costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed U.S.$5,000. The Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) 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 any the Notes), (2) 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 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 transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Constituent Companies will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Subsidiary Guaranty Agreement, the Notes or any Subsidiary Guaranty other Note Document (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, the Subsidiary Guaranty Agreement, the Notes or any Subsidiary Guaranty other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Subsidiary Guaranty Agreement, the Notes or any Subsidiary Guarantyother Note Document, or by reason of being a holder of any Note, (b) the reasonable costs and expenses the expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor either Constituent Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, the Subsidiary Guaranty Agreement and the other Note Documents and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $6,500. If required by Section 9.7the NAIC, the Issuer shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors Constituent Companies will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) 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 any the Notes), (2) 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 (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 transactions contemplated hereby, including the use of the proceeds of the Notes by the Issuer, provided that the Constituent Companies shall have no obligation under this clause (3) to any Purchaser or holder to the extent resulting from the bad faith, gross negligence or willful misconduct of such Purchaser or holder as determined by a court of competent jurisdiction by final and nonappealable judgment.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) 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 Notes or the Guarantees, any Subsidiary Guaranty Guarantee 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, the Notes or Guarantees, any Subsidiary Guaranty 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 Notes or Guarantees, any Subsidiary GuarantyGuarantee or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Guarantor, the Company or any Subsidiary or in connection with any work-out or restructuring after an Event of Default of the transactions contemplated hereby and hereby, by the Notes, by the Guarantees and by any Subsidiary Guarantee and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed U.S.$3,300. The Obligors will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 any Notesholder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors 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 a one special counsel and, if reasonably required by the Required Holders, local or other counsel) 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 Notes the Notes, the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement or any Subsidiary Guaranty the Collateral Documents (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, the Notes Notes, the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement or any Subsidiary Guaranty the Collateral Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Notes, the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement or the Collateral Documents, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes, by the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement and the Collateral Documents and (c) the reasonable costs and expenses expenses, not in excess of $3,000, incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO. The Obligors Company will pay, and will save each Purchaser you and each other Other Purchaser or holder of a Note harmless from, 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 any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guarantee Agreement or the Notes or any Subsidiary Guaranty (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 Subsidiary Guarantee 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, the Notes or any Subsidiary GuarantyGuarantee Agreement or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guarantee Agreement and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. The Obligors 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 Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable out-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 such transactions and in connection with the preparation and administration of this Agreement, and the other Financing Documents or any amendments, waivers or consents under or in respect of this Agreement, any Notes Agreement or any Subsidiary Guaranty other Financing Document (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 reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes Agreement or any Subsidiary Guaranty other Financing Document, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes Agreement or any Subsidiary Guarantyother Financing Document, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notesother Financing Documents, and (c) the reasonable costs and expenses incurred in connection with the delivery 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, and (d) the costs of any Subsidiary Guaranty environmental reports or Joinder Agreement reviews commissioned by the Required Holders as contemplated by Section 9.7permitted hereunder. 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 Obligors 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) in connection with the purchase of the Notes and (ii) any Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all reasonable related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each or any other holder of a Note in connection with such the transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any Subsidiary Guaranty the Notes, the Mortgage Indenture (including the Supplemental Indentures) and the First Mortgage Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Subsidiary Guaranty Notes, the Mortgage Indenture (including the Supplemental Indentures) and the First Mortgage Bonds, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary GuarantyNotes, the Mortgage Indenture (including the Supplemental Indentures) and the First Mortgage Bonds, or by reason of being a holder of any Note, Note and (b) the reasonable out-of-pocket costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes, by the Mortgage Indenture (including the Supplemental Indentures) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (c) the reasonable costs and expenses incurred in connection with the delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7LEI). The Obligors Company will pay, and will save each Purchaser the Purchasers 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 such Person), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder in connection or otherwise charges to a holder of a Note with its purchase respect to a payment under such 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 any Notes)the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a the Noteholders’ special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) 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 Notes the Notes, the other Financing Documents or any Subsidiary Guaranty the Security Documents (whether or not such amendment, waiver or consent becomes effective), including, including without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes Notes, the other Financing Documents or any Subsidiary Guaranty the Security Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guarantythereof, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and or by the Notes, the other Financing Documents or the Security Documents and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the Securities Valuation Office of the National Association of Insurance Commissioners. The Obligors Company will pay, and will save each Purchaser Noteholder and each other holder of a Note harmless from, 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 any Notesthe Effective Date to the extent such disbursements exceed estimated amounts paid as aforesaid).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees fees, costs and disbursements of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) 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 Agreement or the Notes or any Subsidiary Guaranty (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, 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, Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company 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, costs and disbursements payable by the Company pursuant to this §15.01, the Company shall not be obligated to pay for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent you, the Other Purchasers, and all other holders of Notes collectively) and, to the extent that local or other counsel is reasonably required, the attorneys’ fees, costs and disbursements of no more than one firm of such local or other counsel (which firm shall be the firm retained to represent you, the Other Purchasers, and all other holders of Notes collectively), and (cy) with respect to financial advisors’ fees payable by the reasonable Company pursuant to this §15.01, the Company shall not be obligated to pay for financial advisors’ fees and related costs and expenses incurred in connection with of more than one firm of financial advisors (which firm shall be the delivery firm retained to represent you, the Other Purchasers, and all other holders of any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7Notes collectively). The Obligors Company will pay, and will save each Purchaser hold you and each other holder of a Note harmless 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 Purchaser or other holder in connection with its purchase of any Notesyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any Subsidiary Guaranty Transaction Document (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, the Notes or any Subsidiary Guaranty Transaction 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 Subsidiary GuarantyTransaction Document, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary of its Subsidiaries or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any NPA Guaranty or the Notes or any Subsidiary Guaranty (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 NPA 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, any NPA Guaranty or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any NPA Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated 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 per Series of Note. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) 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 the Subsidiary Guaranty, or the Notes or any Subsidiary Guaranty (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, the Notes Subsidiary Guaranty, or any Subsidiary Guaranty the Notes, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guaranty, or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of 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 (c) the reasonable costs and expenses not in excess of $3,000 incurred in connection with the delivery 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 Securities Valuation Office of the National Association of Insurance Commissioners or any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7successor organization succeeding to the authority thereof. The Obligors will pay, and will save each Purchaser you and each other holder of a Note harmless 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 Purchaser or other holder in connection with its purchase of any Notesyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes or any Subsidiary Guaranty (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 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 Guaranty Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, ; (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Guaranty Agreement; and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000. The Obligors 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 and (ii) any Notes)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 material respects on the date as of which made and at the time of the Closing (except, in each case, to the extent any representation or warranty expressly relates to a different date, in which case as of such different date) or (b) any failure by the Company to perform or comply in all material respects with any covenant or agreement contained in this Agreement.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers and, if reasonably required by the Required Holders, local or other counsel) 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 Notes or any 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, 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 Subsidiary Guaranty, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and 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 Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 any its Notes). Costs and expenses payable pursuant to this Section 15.1 shall be paid in either Dollars or Euros depending on the currency in which such costs and expenses are incurred and billed.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable properly documented out-of-pocket costs and expenses (including reasonable attorneys’ fees of a single set of 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guarantee or the Notes or any Subsidiary Guaranty (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 Subsidiary Guarantee 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 Subsidiary GuarantyGuarantee or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and (c) the reasonable properly documented out-of-pocket costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed U.S.$3,300. The Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,500. The Obligors 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 Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of a one special counsel for the Purchasers and, if reasonably required by the Required Holdersrequired, local or other counsel) 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 the Notes or any Subsidiary Guaranty (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, 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 Subsidiary Guaranty, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of any an Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, or by any Subsidiary Guaranty, and (c) the reasonable costs cost and expenses incurred in connection with the delivery initial filing of this Agreement, all related documents and financial information, all subsequent annual and interim filings of documents and financial information related hereto with the Securities Valuation Office of the National Association of Insurance Commissioners or any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7successor organization succeeding to the authority thereof. The Obligors will pay, and will save each Purchaser and each other holder of a Note harmless 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 Purchaser or other holder in connection with its purchase of any Notesthe Purchasers).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors will Company agrees to pay (a) all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel (one acting on behalf of all the Purchasers and the holders of the Notes unless there is a conflict preventing one counsel from representing all the Purchasers and such holders) and, if reasonably required by the Required Holders, local or other counselcounsel for each applicable jurisdiction (one for each applicable jurisdiction acting on behalf of all Purchasers and the holders of the Notes unless there is a conflict preventing one counsel from representing all the Purchasers and such holders ) incurred by the Purchasers and each other holder of a Note in connection with such the transactions described in clauses (b)(i) through (v) below and (b) (i) the other reasonable costs and expenses in connection with any amendmentsthe preparation, waivers or consents under or in respect negotiation, execution and delivery of this Agreement, the Notes and the other Transaction Documents and any Notes amendments, modifications or any Subsidiary Guaranty waivers of the provisions hereof or thereof (whether or not such amendmentthe transactions contemplated hereby or thereby shall be consummated); (ii) if a Default or an Event of Default occurs, waiver or consent becomes effective), including, without limitation: (a) the reasonable other costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Subsidiary Guaranty or other Transaction Document; (iii) the other costs and expenses incurred in connection with in responding to any subpoena or other legal process or informal investigative demand issued (A) in connection with this Agreement, the Notes or any Subsidiary Guarantyother Transaction Documents, or (B) by reason of being a holder of any Note, ; (biv) the reasonable costs and expenses expenses, including financial advisors fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, ; and (cv) the reasonable other costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (v) shall not exceed $500 for the initial Series of Notes and $500 for each additional Series of Notes. The Obligors will Company agrees to pay, and will to save each Purchaser and each other holder of a Note harmless from, 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 any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any the Notes, the Subsidiary Guaranty or the Intercreditor 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, the Notes or any Notes, the Subsidiary Guaranty or the Intercreditor 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 Subsidiary Guaranty, or by reason of being a holder of any NoteNote or in connection with this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement and (b) the reasonable costs and expenses expenses, including the fees of one financial advisor acting on behalf of all of the holders of the Notes, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, and (c) the reasonable costs and expenses incurred in connection with the delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7and the Intercreditor Agreement. The Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 any the Notes)) in connection with the offer and sale of the Notes.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay (i) all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or Artisan Partners Holdings LP Note Purchase Agreement consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the 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, Notes and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000 for each series of Notes. The Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any reasonable fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of any the Notes), (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 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 no obligation under this clause (iii) to the extent such obligation has resulted from (A) the gross negligence or willful misconduct of a Purchaser or other holder or (B) the material breach of such Purchaser’s or other holder’s obligations hereunder.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Agreement or the Notes or any Subsidiary Guaranty (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, 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, Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated 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 Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any the Notes, the Subsidiary Guaranty or the Intercreditor 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, the Notes or any Notes, the Subsidiary Guaranty or the Intercreditor Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes Notes, the Subsidiary Guaranty or any Subsidiary Guarantythe Intercreditor Agreement, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the NotesNotes and the Subsidiary Guaranty, and (c) the reasonable all costs and expenses of CT Corporation incurred in connection with the delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by pursuant to Section 9.722.8 hereof. The Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Constituent Companies will pay all reasonable documented 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any the Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable documented costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any 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, the Notes Subsidiary Guaranty Agreement or any Subsidiary Guarantythe Notes, or by reason of being a holder of any Note, (b) the reasonable documented costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor either Constituent Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and the Subsidiary Guaranty Agreement and (c) the reasonable and documented costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000; provided further, that in connection with the execution of this Agreement and the Closing, the Constituent Companies will not be required to pay the attorney’s fees for more than a single special counsel acting for all Initial Purchasers. The Obligors Constituent Companies will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) 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 (2) any Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees of a one law firm acting as 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 such transactions (provided that the Company shall not be required to reimburse the Purchasers for expenses (other than fees and expenses of the Purchasers’ special counsel) incurred on or prior to the date of Closing in excess of $10,000 in the aggregate) and in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Guaranty Agreement or the Notes or any Subsidiary Guaranty (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, the 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, the Notes Guaranty Agreement or any Subsidiary Guarantythe Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Parent, the Company, Care GP or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and the Guaranty Agreement and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided that such costs and expenses under this clause (c) shall not exceed $1,500. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any Subsidiary Guaranty Note Document (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 Agreementany Note Document, the Notes or Parent Guaranty, any 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 Notes or any Subsidiary Guaranty, Note Document or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, the Parent Guaranty and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $2,500. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, one local or other counsel) 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, any Notes Agreement or any Subsidiary Guaranty Bond Document (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, the Notes Agreement or any Subsidiary Guaranty Bond 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 Subsidiary Guarantyother Bond Document, or by reason of being a holder of any NoteBond, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Bonds and any Bond Document and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $4,000. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 Bonds), (ii) any Notes)and all wire transfer fees that any bank or other financial institution deducts from any payment under such Bond to such holder or otherwise charges to a holder of a Bond with respect to a payment under such 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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500 per Series of Note. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 any the Notes), (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 (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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 Series R Bond in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes Guaranty Agreement or any Subsidiary Guaranty the Series R Bonds (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 Guaranty Agreement or the Notes or any Subsidiary Guaranty Series R Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes or any Subsidiary GuarantySeries R Bonds, or by reason of being a holder of any Note, Series R Bond; (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Series R Bonds and any Guaranty Agreement; and (c) the reasonable costs and expenses incurred in connection with the delivery Unitil Energy Systems, Inc. Bond Purchase Agreement initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors Company will pay, and will save each Purchaser and each other holder of a Note Series R 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 Series R Bonds) and (ii) any Notes)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 Series R Bonds 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 material respects on the date as of which made and at the time of the Closing (except, in each case, to the extent any representation or warranty expressly relates to a different date, in which case as of such different date) or (b) any failure by the Company to perform or comply in all material respects with any covenant or agreement contained in this Agreement.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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 reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company, the Trust or any Subsidiary of their Subsidiaries or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery 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. In the event that any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7such 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 of the Notes with the longest maturity commencing with the 16th Business Day after the Company’s receipt thereof until such invoice has been paid. The Obligors 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 Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Issuer will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Affiliate Guaranty or the Notes or any Subsidiary Guaranty (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 Affiliate 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, any Affiliate Guaranty or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor 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, Notes and any Affiliate Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000 per Series of Notes. The Obligors 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 Notes)and all wire transfer fees that 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.

Transaction Expenses. Whether or not the transactions issue and sale of the Notes contemplated hereby are consummated, the Obligors will Company agrees to pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of your special counsel referred to in Section 4.4) incurred by you and each Other Purchaser or holder of a Note in connection with such issue and sale and all costs and expenses (including reasonable attorneys' fees of your special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) 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 requested by the Company or the Parent under or in respect of this Agreement, any the Notes or any Subsidiary Guaranty Guarantee (whether or not such amendment, waiver or consent becomes effective). In addition, including, without limitation: the Company agrees to pay (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Subsidiary Guaranty 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 Subsidiary GuarantyGuarantee, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company, the Parent or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, and (c) the reasonable costs and expenses incurred in connection with the delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7. The Obligors will Company agrees to pay, and will to save each Purchaser you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders retained by either the Company, the Parent or any other member of the Group in connection with the transactions contemplated hereby. The holders of Notes shall retain a single legal counsel in each relevant jurisdiction to assist them, provided that if any holder or any group of holders in good faith determines that its interests differ from those of the other holders, then such holder or group shall be entitled to retain separate counsel at the expense of the Company. 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 (other than thoseincluding estimated unposted disbursements as of the date of the Closing) of your special counsel which are reflected in the statements of such counsel submitted to the Company at least one Business Day prior to the date of the Closing. 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 counsel in connection with its purchase the transactions hereby contemplated (including disbursements unposted as of any Notesthe date of the Closing to the extent such disbursements exceed estimated disbursements paid as aforesaid).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $7,000. The Obligors 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 Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a your special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you 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 Agreement or the Notes or any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, 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, 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, Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, ; (b) the reasonable 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 Securities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof; and (c) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, and (c) the reasonable costs and expenses incurred in connection with the delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by Section 9.7. The Obligors Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, 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 each Closing the Company 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 each Closing) of your special counsel which are reflected in the statement of such special counsel submitted to the Company at least one Business Day prior to the date of each Closing. 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 any Notesthe date of either Closing to the extent such disbursements and other charges exceed estimated amounts paid as aforesaid).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable properly documented out-of-pocket costs and expenses (including reasonable attorneys’ fees of a single set of 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guarantee or the Notes or any Subsidiary Guaranty (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 Subsidiary Guarantee 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 Subsidiary GuarantyGuarantee or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and (c) the reasonable properly documented out-of-pocket costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed U.S.$3,300. The Obligors Company will pay, and will save each Purchaser and each other holder of a Note harmless from, 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 any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors each Obligor will jointly and severally pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Agreement or the Notes or any Subsidiary Guaranty (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, 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, Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of 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 Oaktree Capital Management, L.P. Note and Guaranty Agreement 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 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 reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000. The Obligors 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 Notes)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. Notwithstanding anything in this Agreement to the contrary, the Obligors shall 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 Purchaser as a result of the transactions contemplated hereby.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a one special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holdersrequired, local or other counsel) 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 Agreement, Agreement (including any Supplement) or the Notes or any Subsidiary Guaranty (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, Agreement (including any Supplement) 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, Agreement (including any Supplement) or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby (including any Supplement), by any Subsidiary Guaranty and by the Notes. In the event the Obligors default in the payment of any interest, principal or other amounts on any Swapped Notes on the date such payment is due (regardless of whether any period of grace shall be applicable thereto and regardless of whether such default shall be an Event of Default), the Obligors will pay, and will save each holder of a Swapped Note harmless from, any fees, costs, contractual damages or expenses (cincluding without limitation, the costs of any funds used to pay amounts owing to any swap counterparty on such payment date) the reasonable costs and expenses incurred arising out of or in connection with the delivery of any Subsidiary Guaranty or Joinder payments that may be due under any Swap Agreement as contemplated entered into by Section 9.7such holder in connection with this Agreement and any Swapped Note. The Obligors will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any reasonable 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 any Notesthe Purchasers).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees of a one special counsel for the holders, taken as a whole, and, if reasonably required by the Required Holders, one local or other counselcounsel in each applicable jurisdiction and/or one specialty counsel in each applicable specialty, for the holders, taken as a whole) incurred by the Purchasers and each other holder of a Note in connection with such transactions the initial purchase of the Notes by the Purchasers on the date hereof and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any 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, the Notes or any 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 Notes or any Subsidiary GuarantyGuaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses expenses, including fees of one financial advisor for all of the holders, taken as a whole, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000 per series. The Obligors 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 Notes)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.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 Bond in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any Subsidiary Guaranty other 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, the Notes or any Subsidiary Guaranty other Financing 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 Subsidiary Guarantyother Financing Agreement, or by reason of being a holder of any NoteBond, (b) the reasonable costs and expenses expenses, Xxxxx-Xxx Xxxxxx Power Company Bond Purchase Agreement including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Bonds and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated by Section 9.7and all related documents and financial information with the SVO provided that such costs and expenses under this clause (c) shall not in the aggregate exceed $5,000. The Obligors 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 Bonds) and (ii) any Notes)and all wire transfer fees that any bank deducts from any payment under such Bond to such holder or otherwise charges to a holder of a Bond with respect to a payment under such Bond.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors Company will pay all reasonable 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 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes or any Subsidiary Guaranty (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 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 Guaranty Agreement or the Notes or any Subsidiary GuarantyNotes, or by reason of being a holder of any Note, ; (b) the reasonable costs and expenses expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, Notes and any Guaranty Agreement; and (c) the reasonable costs and expenses incurred in connection with the delivery initial filing of any Subsidiary Guaranty or Joinder this Agreement as contemplated and all related documents and financial information with Northern Utilities, Inc. Note Purchase Agreement the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000. If required by Section 9.7the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Obligors 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 Notes)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 material respects on the date as of which made and at the time of the Closing (except, in each case, to the extent any representation or warranty expressly relates to a different date, in which case as of such different date) or (b) any failure by the Company to perform or comply in all material respects with any covenant or agreement contained in this Agreement.