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 firm 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 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 or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided. 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 the Notes).

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other 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 any Financing 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 any Financing Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreement, or by reason of being a Holder Purchaser or holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyBond, (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 Notes any Financing Agreement and (c) the costs and expenses incurred in connection with the initial filing of this any Financing Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $6,000 for the Bonds. 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, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the NotesBonds).

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 firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser you and each other Holder 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 the Notesyou).

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 firm of a single special counsel and, if reasonably required by the Required HoldersHolders following the Closing, local or other counsel) incurred by the Purchasers and each other 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 or the Notes Bonds (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 Notes Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesBonds, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyBond, (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 Notes Bonds and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $7,500. 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, 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 NotesBonds).

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 firm of a special counsel for the Purchasers or any Additional Purchasers 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 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 (including any Supplement) or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including any Supplement) or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement) or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other Holder 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 holder in connection with its purchase of the Notes).

Transaction Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each other Holder 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 (and/or any Supplemental Note Purchase Agreement), the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or (and/or any Supplemental Note Purchase Agreement), the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (and/or any Supplemental Note Purchase Agreement), the Notes or the Notes, any Security Document or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Reporting Entity or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and (and/or any Supplemental Note Purchase Agreement), by the Notes or by any Security Document. Without limiting the generality of the foregoing, the Company shall pay all fees, charges and (cdisbursement of special counsel referred to in Section 4.4(b) the costs and expenses incurred in connection with the initial filing Closing within ten (10) days after receipt by the Company of this Agreement and all related documents and financial information with the SVO providedsuch special counsel’s invoice therefor. The Company will pay, and will save each Purchaser you and each other Holder 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 you). (b) Without limiting the foregoing, the Company agrees to pay all fees of the Collateral Agent in connection with the preparation, execution and delivery of any Collateral Document and the transactions contemplated thereby, including but not limited to reasonable attorney’s fees; to pay to the Collateral Agent from time to time reasonable compensation for all services rendered by it under any Collateral Document; to indemnify the Collateral Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its purchase part, arising out of or in connection with the Notes)acceptance or administration of any Collateral Document, including, but not limited to, the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties thereunder.

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000 per Series of Notes. The Company will pay, and will save each Purchaser and each other Holder 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 holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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, any Notes or the Notes 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 or 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 Agreement, the Notes or the Notesany Subsidiary Guaranty, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, expenses 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 Notes Notes, and (c) the reasonable costs and expenses incurred in connection with the initial filing delivery of this any Subsidiary Guaranty or Joinder Agreement and all related documents and financial information with the SVO providedas contemplated by Section 9.7. The Company Obligors will pay, and will save each Purchaser and each other Holder 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 holder in connection with its purchase of the any 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000. The Company will pay, and will save each Purchaser and each other Holder 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 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 reasonable costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and Collateral Agent, each other Holder 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 Agreement, the Collateral Documents 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 Agreement, the Collateral Documents or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Collateral Documents or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 hereby, by the Collateral Documents and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser and each other Holder 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 the Notessuch 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 per Series. The Company will pay, and will save each Purchaser and each other Holder 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 holder in connection with its purchase of the Notes).

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 firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Holder 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 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 Notes Notes, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any other Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, and (c) the costs and expenses not in excess of $3,000 incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO providedSecurities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof. The Company Obligors will pay, and will save each Purchaser you and each other Holder 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 the Notesyou).

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 firm 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 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders authorized by the Company in connection with the purchase of the Notes (other than those, if any, retained by a Purchaser or other Holder 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, 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 Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser and each other Holder 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 holder in connection with its purchase of the Notes).. Sensient Technologies Corporation Note Purchase Agreement

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, ; (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 Notes Notes; and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save each Purchaser and each other Holder 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 Notesholder).

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 firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Holder 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 Agreement, the Operative Agreements 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 Agreement, the Operative Agreements or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Operative Agreements or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Company, the Tenant or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by the Operative Agreements and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser you and each other Holder 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 the Notesyou).

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 firm of special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this any Financing 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 any Financing Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreement, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes any Financing Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed U.S.$3,000 per series of Notes. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each other Holder Noteholder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser Noteholder and each other Holder 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 such Noteholder or other Holder in connection with its purchase of the Notesholder).

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 a one firm of 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 transactions, and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this any Financing Agreement 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 any Financing Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreement, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyNotes, (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 work‑out or restructuring of the transactions contemplated hereby and by the Notes any Financing Agreement and (ciii) the reasonable costs and expenses incurred in connection with the initial filing of this any Financing Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iii) shall not exceed $5,000 for the Notes. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm 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 or the Notes Credit Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes Credit Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesCredit Documents, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Credit Documents and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed [***]. The Company will pay, and will save each Purchaser [***] Confidential Treatment Requested 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).

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 firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Holder 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 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 Notes Notes, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes Notes, and (c) 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 SVO providedSecurities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof. The Company will pay, and will save each Purchaser you and each other Holder 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 the Notesyou).

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other 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 any Financing 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 any Financing Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreement, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyBond, (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 Notes other Financing Agreements and (c) the costs and expenses incurred in connection with the initial filing of this any Financing Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000. 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, 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 NotesBonds).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Constituent Companies will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, Notes or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the a Constituent 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 costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO SVO; provided, that such reimbursed costs and expenses shall not exceed $3,300 for any series of Notes. The Company Constituent Companies will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of owing to brokers and finders (other than those, if any, retained by a Purchaser or other Holder 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 firm of a special counsel for the Purchasers and, if reasonably required by the Required Holders, local or other counsel) reasonably incurred by the Purchasers each Purchaser and each other Holder 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 Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation) for: (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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of a single special counsel and, if reasonably required by the Required Holders, a single local or other counselcounsel per jurisdiction) incurred by the Purchasers and each other 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 or the Notes Bonds (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 Notes Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesBonds, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyBond, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Bonds and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses shall not exceed $3,000. 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, 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 NotesBonds).

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 firm 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 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 or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, , (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided. 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 the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Constituent Companies will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, Notes or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the a Constituent 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 costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO CMIAO; provided, that such reimbursed costs and expenses shall not exceed $3,300 for any series of Notes. The Company Constituent Companies will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of owing to brokers and finders (other than those, if any, retained by a Purchaser or other Holder 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 reasonable costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $1,500. The Company will pay, and will save each Purchaser and each other Holder 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 holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Constituent Companies will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, Notes or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the a Constituent 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 costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO SVO; provided, that such reimbursed costs and expenses shall not exceed $1,350. The Company Constituent Companies will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of owing to brokers and finders (other than those, if any, retained by a Purchaser or other Holder 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 per Series. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement any fees, costs or expenses, 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).

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 firm 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 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 or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder of any NoteHolder, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Company, any Restricted Subsidiary or any Subsidiary Guarantor in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser and each or 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 such Purchaser or other Holder in connection with its purchase of the NotesHolder).

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 firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers Prudential, any Purchaser and each other Holder 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 (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 Agreement, the Notes or any Guaranty Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the Notesany Guaranty Agreement, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 hereby, any Guaranty Agreement and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser and each other Holder 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 the NotesPurchasers).

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser and each other Holder 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 holder of a Note in connection with its purchase of the Notes).

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 firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each other Holder Purchaser or holder of a Note or the Collateral Agent in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this any Financing 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 any Financing Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesNotes or any other Financing Agreement, or by reason of being a Holder holder of any NoteNote including, but only to in each case described in this clause (a), the extent such subpoena or legal proceeding arises out costs and expenses of matters related to the CompanyCollateral Agent, (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 Notes any Financing Agreement and (c) the costs cost and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO providedSecurities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof. The Company Obligors will pay, and will save each Purchaser and each other Holder holder of a Note and the Collateral Agent 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 the Notessuch 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other 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 or the Notes Bond Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes Bond Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesBond Documents, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyBond, (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 Notes Bonds and (c) the costs and expenses incurred in connection with the initial filing of this Agreement any Bond Documents and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. 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, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the NotesBonds).

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 firm 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 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and Notes, (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 for each series of Notes, and (d) such reasonable attorneys’ fees of one special counsel for holders of the Notes incurred in connection with the preparation and filing of those forms as may be required by the 1940 Act or as a result of the status of the Company as an investment company under the 1940 Act. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of (and only one) special counsel andfor the Purchasers) incurred by Purchasers in connection with such transactions. The Company will pay all 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 holder of a Note in connection with such transactions and in connection with any amendments, waivers waivers, consents or consents approvals under or in respect of this Agreement or the Notes (whether or not such amendment, waiver waiver, consent or consent approval 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser and each other Holder 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 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 out-of-pocket costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Holder 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 Agreement, the Notes or any Guaranty Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or Agreement, the Notes or any Guaranty Agreement as against any Obligor or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the Notesany Guaranty Agreement, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser you and each other Holder 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 the Notesyou).”

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses shall not exceed $1,500.00. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of special counsel attorneys 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 or the 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. 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, if any, those retained by a Purchaser or other Holder in connection with its purchase of the Notesyou).

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other 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 any Financing 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 any Financing Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreement, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyBond, (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 Notes any Financing Agreement and (c) the costs and expenses incurred in connection with the initial filing of this any Financing Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000 for the Bonds. 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, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the NotesBonds).

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, Notes or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO SVO; provided, that such reimbursed costs and expenses shall not exceed $1,350. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of owing to brokers and finders (other than those, if any, retained by a Purchaser or other Holder 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 reasonable costs and documented out-of-pocket expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Holder 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 Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and documented out-of-pocket expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes Notes, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and documented out-of-pocket 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 Notes, and (c) the reasonable costs and documented out-of-pocket expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO Securities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof, provided, that such costs and expenses shall not exceed $3,500. The Company will pay, and will save each Purchaser you and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders with respect to the Notes (other than those, if any, those retained by a Purchaser or other Holder in connection with its purchase of the Notesyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummatedconsummated and subject to the provisions of Section 10.9 with respect to costs and expenses incurred prior to Closing, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one firm 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 or any of the Notes Loan 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 or any of the Notes Loan Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or any of the NotesLoan Documents, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Material Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and Notes; provided, however, notwithstanding anything in the foregoing provided to the contrary, the Company shall not be required to pay: (ci) the 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 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 provision of the initial filing of this Agreement Loan Documents applicable to such Person and all related documents (iii) legal or other professional fees, costs and financial information expenses incurred prior to and in connection with the SVO providedLoan Documents, which exceed $100,000 in the aggregate. 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, if any, those retained by a Purchaser you or other Holder in connection with its purchase of the Notessuch holder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and out-of-pocket expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by Prudential or the Purchasers and each other Holder 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 Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and out-of-pocket expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and out-of-pocket 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 (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save Prudential and each Purchaser and each other Holder 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 Prudential or a Purchaser or other Holder 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 and documented attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, 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 Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the out-of-pocket 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 (c) the out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed U.S.$5,000. The Company will pay, and will save each Purchaser and each other Holder 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 holder in connection with its purchase of 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 Company Subsidiary will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one firm of a special counsel and, if reasonably required by the Required Holders, and any local or other counsel) incurred by the Purchasers and each other Holder 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 or the Notes other Transaction 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 or the Notes other Transaction Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesother Transaction Documents, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses of negotiation, preparation and execution of this Agreement and the other Transaction Documents and (c) the reasonable costs and expenses, including reasonable financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or Subsidiary in connection with any work-out proposed or finalized workout or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNote Agreement. The Company Subsidiary will pay, and will save each Purchaser the Noteholders and each other Holder 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 the Noteholders). The obligations of Subsidiary under this SECTION 4.01 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the other Holder in connection with its purchase Transaction Documents, and the termination of the Notes)this Agreement.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Holder 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 Agreement, the Notes or the Notes Guaranties (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Notes or the Notes Guaranties or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the NotesGuaranties, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent or any Restricted Subsidiary, including the Company, or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO providedSecurities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof. The Parent or the Company will pay, and will save each Purchaser you and each other Holder 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 the Notesyou).

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses shall not exceed $2,500.00. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of your special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Holder purchaser of a Note the Bonds in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Indenture or the Notes Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Indenture or the Notes Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Indenture or the NotesBonds, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyBond, (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 Notes Bonds and (c) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and Agreement, all related documents and financial information, all subsequent annual and interim filings of documents and financial information related hereto with the SVO providedSecurities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof. The Company will pay, and will save each Purchaser you 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, if any, those retained by a Purchaser or other Holder in connection with its purchase of the Notesyou).

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 firm 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 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 or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and Notes, (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000, and (d) such reasonable attorneys’ fees of one special counsel for Holders of the Notes incurred in connection with the preparation and filing of those forms as may be required by the 1940 Act or as a result of the status of the Company as an investment company under the 1940 Act. 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, 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).

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 single firm of special counsel and, if reasonably required by the Required Holders, local or other specialty counsel) incurred by the Purchasers and each the other Holder holders of a Note in connection with such transactions (including reasonable fees, charges and disbursements of the Purchasers’ special counsel incurred on and after the date of the Closing with respect to preparation and delivery of closing document sets and binders for the transactions contemplated hereby to the holders of Notes and other Persons) and in connection with any amendments, waivers or consents under or in respect of this Agreement 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 or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required HoldersHolders in connection with the protection or enforcement of remedies, local or other counsel) incurred by the Purchasers each Purchaser and each Additional Purchaser and each other Holder 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 (including any Supplement) or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including any Supplement) or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement) or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other Holder 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 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder or any 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 Agreement, the Notes or any of the other Transaction Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or Agreement, the Notes or any of the other Transaction Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or any of the Notesother Transaction Documents, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 hereby, by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedother Transaction Documents. The Company will pay, and will save each Purchaser and each other Holder 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)finders.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Fund will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 Notes any Financing 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 this Agreement or the Notes any Financing Agreements or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreements, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Fund or in connection with any work-out or restructuring of the transactions contemplated hereby the Financing Agreements and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 per Series. The Company Fund will pay, and will save each Purchaser and each other Holder 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 holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Fund will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with ClearBridge Energy MLP Fund Inc. Note Purchase Agreement such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes any Financing 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 this Agreement or the Notes any Financing Agreements or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreements, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Fund or in connection with any work-out or restructuring of the transactions contemplated hereby the Financing Agreements and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 per Series. The Company Fund will pay, and will save each Purchaser and each other Holder 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 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 firm of internal or special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Other Holder 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 Notes or any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement 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 or the Notes, Notes or any Subsidiary Guaranty or by reason of being a Holder of any NoteNote (other than any such subpoena, but only legal process or other investigative demand relating solely to such Holder’s business activities or the extent such subpoena or legal proceeding arises out of matters related to the Companyregulation thereof by any applicable Governmental Authority), 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedby any Subsidiary Guaranty. 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, if any, those retained by a Purchaser or other Holder in connection with its purchase of the Notesyou).

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 firm of 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 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 or the 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 Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted 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 initial filing of this Agreement transactions contemplated by Section 9.7 and all related documents and financial information with the SVO providedSection 10.7(a)(2). The Company will pay, and will save each Purchaser and each other Holder 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 the NotesPurchasers).

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 firm of a special counsel for any Purchasers and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers each Purchaser and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes Notes, and (c) the costs and expenses incurred in connection with the initial filing of this Agreement for any 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 $3,500 for any Series of Notes. The Company will pay, and will save each Purchaser and each other Holder 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 holder) incurred 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 not more than one firm of (1) special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note or Notes in connection with such transactions (including, without limitation, reasonable fees, charges and disbursements of the Purchasers' single counsel incurred on and after the Closing with respect to preparation and delivery of closing document sets and binders for the transactions contemplated hereby to the holders of Notes and other Persons) and in connection with any amendments, waivers or consents under or in respect of this Agreement 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 or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena Note or legal proceeding arises out of matters related to the CompanyNotes, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO SVO; provided, however, that such costs and expenses under this clause (c) shall not exceed $5,000. The Company will pay, and will save each Purchaser and each other Holder holder of a Note or Notes 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 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 Notes or any other Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or any other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesNotes or any other Note Document, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $7,500. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses shall not exceed $2,500.00. The Company will pay, and will save each Purchaser and each other Holder 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 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 reasonable costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses shall not exceed U.S.$1,500. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of the Purchaser’s special counsel andcounsel, if reasonably required by the Required Holders, local or other counselWinston & Sxxxxx LLP) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO. The Company will pay, and will save each Purchaser and each other Holder 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 holder in connection with its purchase of the Notes).

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 firm of special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this any Financing 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 any Financing Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreement, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes any Financing Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed U.S.$3,000 per series of Notes. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save each Purchaser and each other Holder 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 holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Co-Issuers will pay all costs and expenses (including reasonable attorneys’ ' fees of one firm of special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Holder 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 Agreement, the Transaction Documents, the Other Agreements 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 Agreement, the Transaction Documents or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Transaction Document or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company any Credit Party or any of its Subsidiaries or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company Co-Issuers will pay, and will save each Purchaser you and each other Holder 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 the Notesyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Fund will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other Other counsel) incurred by the Purchasers and each other Holder 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 Notes any Financing 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 this Agreement or the Notes any Financing Agreements or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreements, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or Or bankruptcy of the Company Fund or in connection with any work-out or restructuring of the transactions contemplated hereby the Financing Agreements and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses, under this clause (c) shall not exceed $3,000 per Series. The Company Fund will pay, and will save each Purchaser and each other Holder 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 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 reasonable costs and expenses of a special counsel for the Purchasers. If the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one firm of special counsel and, if reasonably required by the Required Holders, local or other counselfees) incurred by the Purchasers each Purchaser and each other Holder holder of a Note in connection with such transactions and in connection with enforcements of rights hereunder or any amendments, waivers or consents under or in respect of this 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 or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 HXXXXX XXXXXX, INC. Note Purchase Agreement or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser Purchaser, and each other Holder 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 holder in connection with its purchase of the Notes).

Transaction Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm 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 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 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 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 Agreement, the Notes or the Notesany Subsidiary Guaranty, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000. The Company will pay, and will save each Purchaser and each other Holder 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 holder in connection with its purchase of the its Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Fund will pay all costs and expenses (including reasonable ClearBridge Energy MLP Fund Inc. Note Purchase Agreement attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 Notes any Financing 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 this Agreement or the Notes any Financing Agreements or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreements, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Fund or in connection with any work-out or restructuring of the transactions contemplated hereby the Financing Agreements and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. The Company Fund will pay, and will save each Purchaser and each other Holder 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 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 reasonable costs and expenses of a special counsel for the Purchasers. If the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one firm of special counsel and, if reasonably required by the Required Holders, local or other counselfees) incurred by the Purchasers each Purchaser and each other Holder holder of a Note in connection with such transactions and in connection with enforcements of rights hereunder or any amendments, waivers or consents under or in respect of this 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 or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser Purchaser, and each other Holder 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 holder in connection with its purchase of the Notes).. Xxxxxx Xxxxxx, Inc. Note Purchase Agreement

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 firm of 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 transactions, and (b) by the Holders of the Notes in connection with any amendments, waivers or consents under or in respect of this any Financing Agreement 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 any Financing Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreement, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyNotes, (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 work‑out or restructuring of the transactions contemplated hereby and by the Notes any Financing Agreement and (ciii) the reasonable costs and expenses incurred in connection with the initial filing of this any Financing Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iii) shall not exceed $5,000 for the Notes. 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, 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).. South Jersey Gas Company Note Purchase Agreement

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 firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Holder Other Purchaser or holder of a Note (provided that if the interests of all of the holders of the Notes are substantially identical, the Company shall be obligated to pay the reasonable attorneys' fees of a special counsel and, if reasonably required, local or other counsel, representing all of the holders of the Notes) in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this 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 or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser you and each other Holder 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 the Notesyou).

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 firm of a single special counsel representing the Purchasers as a group and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each other Holder and/or 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 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 or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser and each other Holder 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 such Purchaser or other Holder in connection with its purchase of the Notesholder).

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of a single special counsel and, if reasonably required by the Required HoldersHolders following the Second Closing, local or other counsel) incurred by the Purchasers and each other 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 or the Notes Bonds (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 Notes Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesBonds, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyBond, (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 Notes Bonds and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $7,500. 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, 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 NotesBonds).

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all Highland Credit Strategies Fund Note Purchase Agreement related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $7,500. The Company will pay, and will save each Purchaser and each other Holder 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 Prudential, a Purchaser or other Holder 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. Note Purchase Agreement investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 per Series. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of attorneys as special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder purchasers of a Note the Notes in connection with such transactions the initial issuance and sale of the Notes hereunder and all costs and expenses (including reasonable attorneys' fees of one firm of attorneys as special counsel) incurred by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this 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 or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes Notes, and (c) the fees and costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO providedSecurities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof. The Company will pay, and will save each Purchaser you and each other Holder 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 the Notesyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will agrees to pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) reasonably incurred by the Purchasers and each other Holder 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 Agreement, the Notes or any Subsidiary Guarantee (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or Agreement, the Notes or any Subsidiary Guarantee or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the Notesany Subsidiary Guarantee, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedany Subsidiary Guarantee. The Company will agrees to pay, and will to save each Purchaser and each other Holder 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 holder in connection with its purchase of the Notes)) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including including, without limitation, reasonable attorneys’ fees of one firm of a special United States counsel and a special English counsel and, if reasonably required by the Required Holdersrequired, other local or other counsel) incurred by the Purchasers and each other Holder 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 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 Agreement, the Notes or the Notes Guarantees or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the NotesGuarantees, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, ; and (b) the costs and expenses, including including, without limitation, financial advisors’ and reporting or investigating accountants’ 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 (c) by the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedGuarantees. The Company will pay, and will save each Purchaser holder of a Note and hold each other Holder 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 the Notessuch Noteholder).

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $1,925 per series of Notes. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes Notes, and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information information, with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm 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 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 or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and Notes, (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 for each series of Notes, and (d) such reasonable attorneys’ fees of one special counsel for Holders of the Notes incurred in connection with the preparation and filing of those forms as may be required by the 1940 Act or as a result of the status of the Company as an investment company under the 1940 Act. 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, 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).

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 firm of a special counsel for the Purchasers or any Additional Purchasers 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 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 (including any Supplement) or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including any Supplement) or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement) or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with Old Dominion Freight Line, Inc. Note Purchase Agreement 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 (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other Holder 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 holder in connection with its purchase of the Notes).

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 Notes (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 or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable out-of-pocket costs and expenses, including expenses (other than 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses shall not exceed U.S.$2,500. The Company Obligors will pay, and will save each Purchaser and each other Holder 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 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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes Notes, and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information information, with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save each Purchaser and each other Holder 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 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 firm of special counsel and, if reasonably required by to Xxxxxx Xxxxxxx and counsel to the Required Holders, local or other counselPost Entities) incurred by the Purchasers and each other Holder of a Senior Subordinated Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes Note Purchase Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes Note Purchase Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesNote Purchase Documents, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, Senior Subordinated 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 of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSenior Subordinated Notes. The Company will pay, and will save each Purchaser and each other Holder of a Senior Subordinated 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 Senior Subordinated 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 firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each other Holder Purchaser or holder of a Note in connection with Exhibit A-12 such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes any Financing Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement any Financing Document (including, without limitation, any such costs and expenses of the holders of Notes or any collateral agent acting on their behalf in connection with any enforcement of or realization against collateral securing the Notes obligations of the Company and its Subsidiaries under the Financing Documents) or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Document, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedFinancing Documents. The Company will pay, and will save each Purchaser and each other Holder 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 any Purchaser or other Holder in connection holder) incurred with its purchase respect to the issuance and sale of the Notes)Notes or the transactions contemplated hereby."

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000 per Series of Notes. The Company will pay, and will save each Purchaser and each other Holder 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 holder in connection with its purchase of the Notes).. A/75932249.10

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (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 Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided. SVO, provided that such costs and expenses under this clause (c) shall not exceed $______.27 The Company will pay, and will save each Purchaser and each other Holder 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 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 reasonable costs and expenses (including reasonable attorneys’ ' fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel, provided that in no event shall the Company be required to pay the charges and disbursements of more than one of each such counsel representing holders) incurred by the Purchasers you and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 Notes Notes, provided that in no event shall the Company be required to pay the charges and (c) the costs and expenses incurred in connection with the initial filing disbursements of this Agreement and all related documents and financial information with the SVO providedmore than one of each such counsel representing holders. The Company will pay, and will save each Purchaser you and each other Holder 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 the Notesyou). .

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 firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder 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 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 Notes or in responding to any subpoena or other legal process or informal UNS Electric, Inc. Note Purchase Agreement investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser and each other Holder 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 holder in connection with its purchase of the Notes).