Common use of Transaction Expenses Clause in Contracts

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so required) incurred by each 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 the Financing Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under the Financing Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with the Financing Documents, or by reason of being a holder of any Note, and (b) the 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 by the Financing Documents. 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 retained by such Purchaser).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably requiredrequired by the Required Holders, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by the Purchasers and each Purchaser other holder or holder Beneficial 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 or the Financing Documents Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder or Beneficial Holder of any Note, and (b) the 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 Financing DocumentsNotes. The Company will pay, and will save each Purchaser and each other holder and Beneficial 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 those, if any, retained by such Purchasera Purchaser or other holder or Beneficial Holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by 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 or the Financing Documents Notes requested by, or for the benefit of, the Company (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the 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 Financing DocumentsNotes. The 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 retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel for all the Purchasers and holders of Notes and, if reasonably requiredrequired by the Required Holders, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by each Purchaser or 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 or the Financing Documents Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, ; and (b) the 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 Financing DocumentsNotes. 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 those, if any, retained by such Purchasera Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, your special counsel for all Purchasers and holders of Notes counsel, and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by 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 or the Financing Documents Notes (whether or not such amendment, waiver or consent becomes effective), including, including without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, Note and (b) the 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 work‑out or restructuring of the transactions contemplated hereby and by the Financing DocumentsNotes. The 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 retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so required) incurred by each 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 the Financing Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under the Financing Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with the Financing Documents, or by reason of being a holder of any Note, and (b) the 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 by the Financing Documents. 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 retained by such Purchaser).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one Purchasers’ special counsel for all Purchasers Xxxxxxx and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredXxxxxx LLP) incurred by each Purchaser or holder 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, the Financing Documents Bonds or the Indenture (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Financing Documents Bonds or the Indenture or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Financing DocumentsBonds or the Indenture, or by reason of being a holder Holder of any NoteBond, and (b) the 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 work‑out or restructuring of the transactions contemplated hereby and by the Financing DocumentsBonds and the Indenture. The Company will pay, and will save each Purchaser and each other holder Holder of a Note Bond harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those those, if any, retained by such Purchasera Purchaser or other Holder in connection with its purchase of the Bonds).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one special counsel for all you and the Other Purchasers and holders of Notes collectively and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by 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 or the Financing Documents 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 or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the 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 Financing DocumentsNotes. The 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 retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by 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, the Financing Documents Notes or the Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Financing Documents Notes or the Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Financing DocumentsNotes or the Subsidiary Guaranty, or by reason of being a holder of any Note, and (b) the 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 Financing DocumentsNotes. The 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 retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one special counsel for all you and the Other Purchasers and holders of Notes collectively and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by 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 or the Financing Documents 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 or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the 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 Financing DocumentsNotes. The 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 retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one special counsel for all you and the Other Purchasers and holders of Notes collectively and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by 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 or the Financing Documents 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 or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the 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-work- out or restructuring of the transactions contemplated hereby and by the Financing DocumentsNotes. The 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 retained by such Purchaseryou).

Transaction Expenses. Whether Subject to the Exclusivity and Expense Reimbursement Letter, dated as of October 2, 2015, between the Company and GSO Capital Partners, LP, in the case of your and each Other Purchaser’s initial costs and expenses in connection with the preparation of this Agreement and the other Note Documents, whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection transactions, with any amendments, waivers or consents under or in respect of this Agreement or the Financing Documents Notes (whether or not such amendment, waiver or consent becomes effective)) and with any subsequent registration of the Notes as contemplated under Section 9.11, 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 or the Financing Documents Notes, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, Note and (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Financing DocumentsNotes. The 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 retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel for all the Purchasers and holders of Notes and, if reasonably requiredrequired by the Required Holders, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by each Purchaser or 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 or the Financing Documents Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the 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 Financing DocumentsNotes. 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 those, if any, retained by such Purchasera Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one the Purchaser’s special counsel for all Purchasers and holders of Notes andcounsel, if reasonably requiredCxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP, one local counsel in each jurisdiction where such counsel is so required) incurred by each the Purchaser or holder of a Note subsequent Noteholder in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Financing Documents Guaranty Agreement or the Note (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Financing Documents Guaranty Agreement or the Note or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Financing DocumentsGuaranty Agreement or the Note, or by reason of being a holder of any the Note, and (b) the 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 Financing DocumentsNote. The Company will pay, and will save each the 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 retained by such the Purchaser).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ ' fees of one a special counsel for all Purchasers and holders of the Notes and, if reasonably required, one local or other counsel in each jurisdiction where of all such counsel is so requiredholders) incurred by 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 or the Financing Documents 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 or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses, including financial advisors’ fees, expenses 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 Financing DocumentsNotes. The 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 those retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one special counsel for all you and the Other Purchasers and holders of Notes collectively and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by 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 or the Financing Documents 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 or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the 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 Financing DocumentsNotes. The 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 retained by such Purchaseryou). The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ attorneys fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by you and each Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Financing Documents Notes or any other Transaction Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Financing Documents Notes or any other Transaction Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Financing DocumentsNotes or any other Transaction Document, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ advisors fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-work- out or restructuring of the transactions contemplated hereby and by the Financing DocumentsNotes. The 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 retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by each you and the Other Purchaser or holder of a Note in connection with such transactions transac­tions and in connection con­nection with any amendments, waivers or consents under or in respect of this Agree­ment or the Financing Documents Notes (whether or not such amendmentamend­ment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing enforc­ing or defending (or determining determin­ing whether or how to enforce or defend) any rights under this Agree­ment or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative investi­gative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the 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 re­structuring of the transactions contemplated here­by and by the Financing DocumentsNotes. The 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 retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by 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 or the Financing Documents Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, (B) the costs and expenses of the Agent, and (bC) the costs and expenses, including financial advisors’ ' fees and their attorneys' 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 Financing DocumentsNotes. The 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 retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any supplements, additional series of Notes, amendments, waivers or consents under or in respect of this Agreement or the Financing Documents Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Financing DocumentsNotes. The Company 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 retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all costs and expenses (including reasonable attorneys’ ' fees of one a single special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by the Purchasers and each Purchaser or 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 or the Financing Documents Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Guarantor, the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Financing DocumentsNotes. The Company 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 retained by such PurchaserPurchaser or other holder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by each Purchaser or holder of a Note in connection with such transactions (other than the negotiation, execution and delivery of this Agreement) and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Financing Documents Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the 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 Financing DocumentsNotes. 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 retained by such Purchaser).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one special counsel for all the Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by each Purchaser or 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 or the Financing Documents Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Financing DocumentsNotes. The 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 retained by such Purchaserthe Purchasers).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent Company will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by each Purchaser or holder of a Note the Notes in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Guaranty or the Financing Documents Amended and Restated Note Purchase Agreements (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 the Financing Documents this Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with the Financing Documentsthis Guaranty, or by reason of being a holder of any NoteNoteholder, and (b) the reasonable costs and expenses, including reasonable financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Parent Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Financing DocumentsNotes or the Amended and Restated Note Purchase Agreements. The Parent Company will pay, and will save each Purchaser and each other holder of a Note the Notes harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those retained by such PurchaserPerson).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the The Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by each Purchaser the Holders or holder of a Senior Note in connection with such the transactions contemplated by this Agreement and in connection with any amendments, waivers or consents under or in respect of any of this Agreement, the Financing Documents Intercreditor Agreement, any of the Note Agreements or the Senior Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under the Financing Documents any of the Note Agreements or the Senior Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with any of the Financing DocumentsNote Agreements or the Senior Notes, or by reason of being a holder of any Senior Note, and (b) the 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 by any of the Financing DocumentsNote Agreements or the Senior Notes. The Company will pay, and will save each Purchaser you and each other holder of a Senior Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those retained by such Purchaserthe Holders).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by 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, the Financing Documents Notes or any other Transaction Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (aA) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Financing Documents Notes or any other Transaction Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Financing DocumentsNotes or any other Transaction Document, or by reason of being a holder of any Note, and (bB) the 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 Financing DocumentsNotes. The 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 retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will Co-Obligors, jointly and severally, agree to pay all costs and expenses (including reasonable attorneys’ ' fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by 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 or the Financing Documents Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the 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 Financing DocumentsNotes. The Company Co-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 if any, of brokers and finders (other than those retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by each Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Financing Documents Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Financing Documents 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 Financing DocumentsGuaranty Agreement or the Notes, or by reason of being a holder of any Note, and (b) the 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 Financing DocumentsNotes. 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 retained by such Purchaser).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by each Purchaser you or holder of a Note another Holder in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Financing Documents Notes or any other Related Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Financing Documents Notes or any other Related Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes or any other Related Document, or by reason of being a holder of any NoteHolder, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of Parent, the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Financing Notes and the Related Documents. The Company will pay, and will save each Purchaser you and each other holder of a Note Holder harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those retained by such Purchaser)finders.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by 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 or the Financing Documents Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Financing Documents Notes as against the Company or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the 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 Financing DocumentsNotes. The 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 retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the The Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by you and each Purchaser or other holder of a Subordinated Note in connection with such transactions and incurred after the Closing in connection with any amendments, waivers or consents under or in respect of this Agreement, the Financing Transaction Documents or the Subordinated Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Financing Transaction Documents or the Subordinated Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsSubordinated Notes, or by reason of being a holder of any Subordinated Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company, LLC, any Subsidiary of the Company or any Subsidiary LLC or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Financing DocumentsSubordinated Notes. The Company will pay, and will save each Purchaser you and each other holder of a Subordinated Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one special counsel for all you and the Other Purchasers and holders of Notes collectively and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by 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 or the Financing Documents 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 or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or 38 in connection with any work-out or restructuring of the transactions contemplated hereby and by the Financing DocumentsNotes. The 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 retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one special counsel for all you and the Other Purchasers and holders of Notes collectively and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by 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 or the Financing Documents 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 or the Financing Documents Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Financing DocumentsNotes, or by reason of being a holder of any Note, and (b) the 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 Financing DocumentsNotes. The 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 those retained by such Purchaseryou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel for all Purchasers and holders of Notes and, if reasonably required, one local counsel in each jurisdiction where such counsel is so requiredor other counsel) incurred by 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 or the Financing Documents Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Financing Security Documents or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Financing DocumentsSecurity Documents or the Notes, or by reason of being a holder of any Note, and (b) the 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 Financing DocumentsNotes. The 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 retained by such Purchaseryou).