Common use of Transaction Expenses Clause in Contracts

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (i) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 or the Notes, or by reason of being a holder of any Note, (ii) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work‑out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000. 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 or sale of any 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 special counsel for you and the Other Purchasers collectively and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers you and each Other Purchaser or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes or the Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Notes or the Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Notes or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, Note and (iib) 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 and any the Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Guaranty. 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 or sale of any 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 a 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 an MRP Share in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty the Articles Supplementary or the Notes MRP Shares (whether or not such amendment, waiver or consent becomes effective), including, without limitation: : (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty the Articles Supplementary or the Notes MRP Shares or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Articles Supplementary or the NotesMRP Shares, or by reason of being a holder of any NoteMRP Shares, (iib) 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 hereby, by the Articles Supplementary and by the Notes and any Subsidiary Guaranty MRP Xxxxxx and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement Agreement, the Articles Supplementary and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed $5,0003,500.00 per series. The Company will pay, and will save each Purchaser and each other holder of a Note an MRP Share 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 or sale of any Notesthe MRP Shares).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers each Purchaser or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Intercreditor Agreement or any Subsidiary Guaranty or the Notes Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes or any Guaranty Agreement as against any Obligor or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Intercreditor Agreement or any Guaranty Agreement, or by reason of being a holder of any Note, and (iib) the reasonable 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 work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. 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, those retained by a Purchaser or other holder in connection with its purchase or sale of any NotesPurchaser).

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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Guaranty, any Collateral Document or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty Guaranty, any Collateral Document or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty Guaranty, any Collateral Document or the Notes, or by reason of being a holder of any Note, (iib) 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 Notes, any Collateral Document and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0004,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

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

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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guaranty or the NotesGuaranty, or by reason of being a holder of any Note, (iib) 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 hereby, by the Notes and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0003,000. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty the Notes or the Notes Guaranty Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty the Notes or the Notes Guaranty Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Notes or the NotesGuaranty Agreement, or by reason of being a holder of any Note, (iib) 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 hereby, by the Notes and any Subsidiary the Guaranty Agreement and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0003,000. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary NPA Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary NPA Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary NPA Guaranty or the Notes, or by reason of being a holder of any Note, (iib) 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 and any Subsidiary NPA Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed $5,0005,000 per Series of Note. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 or the Notes, or by reason of being a holder of any Note, (iib) 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 and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0003,500. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder of a Note in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or sale otherwise charges to a holder of any Notes)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 reasonable costs and expenses (including reasonable attorneys’ ' fees of one a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers you and each Other Purchaser or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Agreement, the Intercreditor Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty Agreement, the Intercreditor 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, the Intercreditor Agreement or the Notes, or by reason of being a holder of any Note, and (iib) 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 work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. The Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase or sale of any 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 a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers each Purchaser or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary the Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary the Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary the Guaranty Agreement or the Notes, or by reason of being a holder of any NoteNote or a beneficiary of the Guaranty Agreement, and (iib) 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 hereby, by the Guaranty Agreement and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. 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, those retained by a such Purchaser or other holder in connection with its purchase or sale of any Notesholder).

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers you and each Other Purchaser or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary the Notes, the Parent Guaranty or the Notes Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary the Notes, the Parent Guaranty or the Notes Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary the Notes, the Parent Guaranty or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, (iib) 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 hereby, by the Notes Notes, by the Parent Guaranty and any the Subsidiary Guaranty and (iiic) the reasonable costs and expenses expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000SVO. The Company will pay, and will save each Purchaser you and each other Other Purchaser or holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by you or any of the Purchasers Other Purchasers, or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes, the Subsidiary Guaranty or the Notes any Subordination Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Notes, the Subsidiary Guaranty or the Notes any Subordination Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any the Notes, the Subsidiary Guaranty or the Notesany Subordination Agreement, or by reason of being a holder of any Note, (iib) 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 work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and any Notes, by the Subsidiary Guaranty or by any Subordination Agreement and (iiic) the reasonable 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 providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed U.S. $5,0003,000. The Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 of any Note, ; (iib) 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 and any Subsidiary Guaranty Agreement; and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0003,000. 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 or sale of any 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 one a special counsel and, if reasonably required by an Investor Group Representative or the Required Holders, one local or other counsel) incurred (a) by the Investor Group Representatives, the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 or the Notes, or by reason of being a holder of any Note, (iib) 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 and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement or any Series of Notes and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0004,000 with respect to any Series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that arise out of or in any way relate to or result from the issuance and sale of any the Notes hereunder or the other transactions contemplated hereby (including the use of the proceeds of the Notes), including, without limitation, any investigation or litigation or other proceedings (whether or not such Purchaser or other holder of a Note is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the gross negligence or willful misconduct of such Purchaser or other holder of a Note or in any action in which the Company is the prevailing party against such Purchaser or other holder of a Note. Neither any Investor Group Representative nor any Purchaser or other holder of a Note shall be responsible or liable to the Company for any consequential damages which may be alleged.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 or the Notes, or by reason of being a holder of any Note, (iib) 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 and any Subsidiary Guaranty and Guaranty, (iiic) the reasonable costs and expenses incurred in connection with the initial filing filing, if any, of this Agreement and all related documents and financial information with the SVO (provided, that such costs and expenses under this clause (iiic) shall not exceed $5,000) and (d) the costs and expenses incurred in connection with obtaining background checks on the Company and the Investment Advisor, their respective related entities and their respective key professionals prior to Closing (provided, that such costs and expenses under this clause (d) shall not exceed $8,000). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, unless caused by the gross negligence, fraud or willful misconduct of a Purchaser or other holder of a Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a 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 Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 of any Note, (iib) 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 and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed $5,0003,500 per Series. 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 or sale of any the Notes).

Transaction Expenses. Whether or not If and only if the transactions contemplated hereby Closing occurs and the Notes are consummatedissued pursuant hereto, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one special counsel and, if reasonably required by the Required Holders, one local or other counselcounsel in each relevant jurisdiction) 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 Agreement, any Subsidiary Guaranty or the Notes or any other Finance Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes or any other Finance Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guaranty or the Notesother Finance Document, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary Guarantor or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty the other Finance Documents and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed $5,000. The If and only if the Closing occurs and the Notes are issued pursuant hereto, 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 or sale of any 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 a 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 an MRP Share in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty the Articles Supplementary or the Notes MRP Shares (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty the Articles Supplementary or the Notes MRP Shares or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Articles Supplementary or the NotesMRP Shares, or by reason of being a holder of any NoteMRP Shares, (iib) 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 hereby, by the Articles Supplementary and by the Notes and any Subsidiary Guaranty MRP Shares and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement Agreement, the Articles Supplementary and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed $5,0003,000.00. The Company will pay, and will save each Purchaser and each other holder of a Note an MRP Share 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 or sale of any Notesthe MRP Shares).

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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, Agreement or the Notes or any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement or the Notes or any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes or any Subsidiary Guaranty or the NotesGuaranty, or by reason of being a holder of any Note, Note or any Subsidiary Guaranty or (iib) the reasonable costs and expenses, including the fees of one financial advisors’ feesadvisor acting on behalf of all of the holders of the Notes, 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 any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. 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 or sale of any 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 special counsel for the Purchasers and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers and the holders of Notes in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, the Notes or any Subsidiary Guaranty or the NotesGuaranty, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company an Obligor 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, or by any Subsidiary Guaranty Guaranty, and (iiic) the reasonable costs cost and expenses incurred in connection with the initial filing of this Agreement and Agreement, all related documents and financial information, all subsequent annual and interim filings of documents and financial information related hereto with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Securities 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 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 or sale of any Notesthe Purchasers).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Constituent Companies will pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Subsidiary Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any the Subsidiary Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the a Constituent Company or any Subsidiary of its Subsidiaries or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby hereby, by the Subsidiary Guaranty Agreement and by the Notes and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement, the Subsidiary Guaranty Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000. The Company Constituent Companies will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will Parent Guarantor and the Company, jointly and severally, agree to pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty the Notes or the Notes Parent Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty the Notes or the Notes Parent Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Notes or the NotesParent Guaranty, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Company, the Parent Guarantor or any Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary the Parent Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO SVO; provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0003,000 for each Series of Notes. The Company will Parent Guarantor and the Company, jointly and severally, agree to pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any 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 a 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 an MRP Share in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty the Articles Supplementary or the Notes MRP Shares (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty the Articles Supplementary or the Notes MRP Shares or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Articles Supplementary or the NotesMRP Shares, or by reason of being a holder of any NoteMRP Shares, (iib) 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 hereby, by the Articles Supplementary and by the Notes and any Subsidiary Guaranty MRP Shares and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement Agreement, the Articles Supplementary and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed $5,0003,500.00. The Company will pay, and will save each Purchaser and each other holder of a Note an MRP Share 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 or sale of any Notesthe MRP Shares).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one special counsel for you and the Other Purchasers collectively and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers you and each Other Purchaser or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes or the Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Notes or the Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Notes or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, (iib) 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 and any the Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such Xxxxxxxxx Company, Inc. Note Purchase Agreement costs and expenses under this clause (iiic) shall not exceed $5,0003,500. 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 or sale of any 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 a single special counsel for the Purchasers and, if reasonably required by the Required Holders, one a single local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes or the Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Notes or the Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Notes or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, (iib) 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 and any Subsidiary Guaranty and (iiic) the reasonable costs costs, expenses, fees and expenses incurred disbursements of the Paying Agent and the Registrar in connection with the initial filing performance of this Agreement and all related documents and financial information with its duties under the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000. 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 or sale of any Notes)Paying Agent Agreement.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers each Holder and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 or the Notes, or by reason of being a holder of any Note, Note and (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Company, the Parent or any Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby hereby, by any Guaranty and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. The Company will pay, and will save each Purchaser Holder and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser Holder or other holder in connection with its purchase of the Notes) and (2) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or sale otherwise charges to a holder of any Notes)a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent Guarantor and the Company will will, jointly and severally, pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 or the Notes, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent Guarantor, the Company or any other Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty Guaranty, and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed $5,0003,500 per series. If required by the NAIC, the Parent Guarantor and the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Parent Guarantor and the Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale transfer of any the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one special counsel (but only one in connection with the transaction contemplated hereby) and, if reasonably required by the Required Holdersrequired, one local or other special counsel) incurred (a) by the Purchasers you and each Other Purchaser or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes, the Parent Guaranty, the Subsidiary Guaranty or the Notes Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 the Notes, the Parent Guaranty, the Subsidiary Guaranty or the Notes, Intercreditor Agreement or by reason of being a holder of any Note, and (iib) 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 and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local counsel or other counselcounsel with specialized legal expertise) incurred (a) by the Investor Group Representatives, the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any the Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (iib) 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 and any the Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0003,500 for the initial Series of Notes and $3,500 for each additional Series of Notes. The Company will pay, and will save each Investor Group Representative, each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by an Investor Group Representative, a Purchaser or other holder in connection with its purchase of the Notes) and (2) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or sale otherwise charges to a holder of any Notes)a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will Trust and the Company, jointly and severally, agree to pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Trust Guaranty or any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Trust Guaranty or any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Trust Guaranty or any Subsidiary Guaranty or the NotesGuaranty, or by reason of being a holder of any Note, and (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Company, the Trust or any Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, the Trust Guaranty and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Guaranty. The Company will Trust and the Company, jointly and severally, agree to pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all reasonable related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the Capital Markets & Investment Analysis Office of the National Association of Insurance Commissioners or any successor organization, (which costs and expenses shall not exceed $3,500 without the prior written consent of the Company) all out-of-pocket costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers or any other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty the Notes or the Notes Guaranty Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) 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, any Subsidiary Guaranty the Notes or the Notes Guaranty Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Notes or the NotesGuaranty Agreement, or by reason of being a holder of any Note, Note and (iib) the reasonable 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 work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. The Company will pay, and will save each Purchaser the Purchasers and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase or sale of any Notessuch Person).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Constituent Companies will pay all reasonable documented costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable documented costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Subsidiary Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any the Subsidiary Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (iib) the reasonable documented costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the either Constituent Company or any Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes and any the Subsidiary Guaranty Agreement and (iiic) the reasonable and documented 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 (iiic) shall not exceed $5,000; provided further, that in connection with the execution of this Agreement and the Closing, the Constituent Companies will not be required to pay the attorney’s fees for more than a single special counsel acting for all Initial Purchasers. The Company Constituent Companies will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (2) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or sale otherwise charges to a holder of any Notes)a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will agrees to pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers you and each Other Purchaser or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary the Notes, the Parent Guaranty or the Notes Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary the Notes, the Parent Guaranty or the Notes Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary the Notes, the Parent Guaranty or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, and (iib) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Parent Guarantor or any Subsidiary (including, without limitation, the Company) or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes and or by the Parent Guaranty or by any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Guaranty. The Company will and the Parent Guarantor jointly and severally agree to pay, and will save each Purchaser you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 or the Notes, or by reason of being a holder of any Note, (iib) 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 and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0004,000. The If required by the NAIC, the Company will pay, shall obtain and will save each Purchaser maintain at its own cost and each other holder of expense a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders Legal Entity Identifier (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any NotesLEI).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one special counsel for you and the Other Purchasers collectively and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers you and each Other Purchaser or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes, the Pledge Agreement, the Intercreditor Agreement or the Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Notes, the Pledge Agreement, the Intercreditor Agreement or the Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Notes, the Pledge Agreement, the Intercreditor Agreement or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, and (iib) 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 and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers or any other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary the Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel, fees of inside counsel, accountants, consultants and other similar professional fees) actually incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary the Guaranty or Agreement, the Notes or any Collateral Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Guaranty Agreement, the Notes or any Subsidiary Guaranty or the NotesCollateral Document, or by reason of being a holder of any Note, Note and (iib) 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 hereby, by the Notes, by the Guaranty Agreement and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Collateral Documents. The Company will pay, and will save each Purchaser the Purchasers and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase or sale of any Notessuch Person).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Guarantor will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers each Purchaser in connection with such transactions transactions. Guarantor will also pay all costs and expenses (bincluding reasonable attorneys' fees of a special counsel and, if reasonably required, local or other counsel) incurred by the holders of the Notes any Noteholder in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Participation Agreement or the Notes other Operative Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty Participation Agreement or the Notes other Operative Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty Participation Agreement or the Notesother Operative Documents, or by reason of being a holder of any Notethe Notes, and (iib) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Guarantor or any Subsidiary the Tenant or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. The Company Guarantor 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 finders. The obligations of the Guarantor under this Section 4.3 will survive the payment or other holder in connection with its purchase or sale transfer of any Notes)Note, the enforcement, amendment or waiver of any provision of this Participation Agreement or the other Operative Documents, and the termination of any Lease.

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummatedconsummated or any Notes are issued hereunder, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes or any guaranty thereof (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes or any guaranty thereof or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guaranty or the Notesguaranty thereof, or by reason of being a holder of any Note, (iib) 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 and any Subsidiary Guaranty guaranty thereof and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000SVO. 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 or sale of any 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 a special counsel andfor the Purchasers, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers each Purchaser and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guaranty or the NotesGuaranty, or by reason of being a holder of any Note, and (iib) 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 and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Guaranty. 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 or sale of any 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 special counsel for the Purchasers and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers and the holders of Notes in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes or the Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Notes or the Subsidiary Guaranty 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, any Subsidiary Guaranty the Notes or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company an Obligor or any Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes and any Notes, or by the Subsidiary Guaranty Guaranty, and (iiic) the reasonable costs cost and expenses incurred in connection with the initial filing of this Agreement and Agreement, all related documents and financial information, all subsequent annual and interim filings of documents and financial information related hereto with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Securities 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 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 or sale of any Notesthe Purchasers).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Guarantor will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers each Purchaser in connection with such transactions transactions. Guarantor will also pay all costs and expenses (bincluding reasonable attorneys' fees of a special counsel and, if reasonably required, local or other counsel) incurred by the holders of the Notes any Noteholder in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Participation Agreement or the Notes other Operative Agreements (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty Participation Agreement or the Notes other Operative Agreements or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty Participation Agreement or the Notesother Operative Agreements, or by reason of being a holder of any Notethe Notes, and (iib) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Guarantor or any Subsidiary the Tenant or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. The Company Guarantor 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 finders. The obligations of the Guarantor under this Section 4.3 will survive the payment or other holder in connection with its purchase or sale transfer of any Notes)Note, the enforcement, amendment or waiver of any provision of this Participation Agreement or the other Operative Agreements, and the termination of any Lease.

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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 of any Note, ; (iib) 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 and any Subsidiary Guaranty Agreement; and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with Northern Utilities, Inc. Note Purchase Agreement the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0003,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or sale obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, due to (a) any failure of any Notes)representation or warranty of the Company in this Agreement to be true and correct in all material respects on the date as of which made and at the time of the Closing (except, in each case, to the extent any representation or warranty expressly relates to a different date, in which case as of such different date) or (b) any failure by the Company to perform or comply in all material respects with any covenant or agreement contained in this Agreement.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers each Purchaser, each Additional Purchaser and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Supplement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty Supplement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty Supplement or the Notes, or by reason of being a holder of any Note, (iib) 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 hereby, by any Supplement and by the Notes and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,000. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase or sale of any its Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers each Noteholder or holder in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty the Notes or the Notes Parent Company Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty the Notes or the Notes Parent Company Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Notes or the NotesParent Company Guaranty, or by reason of being a holder of any Note, and (iib) the reasonable costs and expenses, including reasonable financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Parent Company, the Issuer or any other Subsidiary of the Parent Company or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and any Subsidiary Guaranty and (iii) by the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Parent Company Guaranty. The Company Issuer will pay, and will save each Purchaser Noteholder and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase or sale of any Notessuch Person).

Transaction Expenses. Whether The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the holders of the Notes, and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the holders of the Notes, in connection with the preparation and administration of this Agreement and the other Note Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby are or thereby shall be consummated), the Company will pay (ii) all reasonable costs and documented out-of-pocket expenses (including reasonable attorneys’ fees of one special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers in connection with such transactions and (b) by the holders of the Notes Notes, including the fees, charges and disbursements of any counsel or financial advisors for the holders of the Notes, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Note Documents, including its rights under this Section, including all such out-of-pocket expenses incurred during any insolvency or bankruptcy involving the Company or any Subsidiary, workout, restructuring or negotiations in respect thereof, (iv) and all documented costs, expenses, taxes, assessments and other charges incurred in connection with any amendmentsfiling, waivers registration, recording or consents under or in respect perfection of this Agreement, any Subsidiary Guaranty or the Notes security interest and (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (iv) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 or the Notes, or by reason of being a holder of any Note, (ii) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work‑out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO SVO, provided, that such costs and expenses under this clause (iiiv) shall not exceed $5,0008,000 for any Series or tranche. The Company will pay, and will save each Purchaser, Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or Additional Purchaser or other holder in connection with its purchase or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 or the Notes, or by reason of being a holder of any Note, (iib) 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 and any Subsidiary Guaranty Guaranty, and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0003,500. The Company will pay, and will save hold each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Guaranty, or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty Guaranty, or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty Guaranty, or the Notes, or by reason of being a holder of any Note, and (iib) the reasonable costs and expenses, including reasonable 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 or by any Subsidiary Guaranty, and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers you and each Other Purchaser or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes, the Subsidiary Guaranty or the Notes Bank Credit Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Notes or the Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Notes or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, and (iib) 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 and any Subsidiary Guaranty and (iii) or the reasonable costs and expenses incurred in connection with Notes at any time after a Default or Event of Default has occurred or is continuing or at any other time at the initial filing request of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Company. The Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes or any of the other Transaction Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or 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, the Notes or any Subsidiary Guaranty or of the Notesother Transaction Documents, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Company, any Guarantor or any Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and any Subsidiary Guaranty the other Transaction Documents, and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0003,500. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Subsidiary Guaranty or the Notes (whether or not such CH ENERGY GROUP, INC. NOTE PURCHASE AGREEMENT amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any the Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (iib) 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 and any Subsidiary Guaranty Notes, and (iiic) the reasonable 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 (iiic) shall not exceed $5,0003,000. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or any Subsidiary Guaranty or the Notes Guarantee (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Subsidiary Guaranty or the Notes Guarantee or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guaranty or the NotesGuarantee, or by reason of being a holder of any Note, (iib) 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 hereby, by the Notes and by any Subsidiary Guaranty Guarantee and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, SVO; provided that such costs and expenses under this clause (iiic) shall not exceed $5,000U.S.$5,200. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary the Notes, the Unconditional Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary the Notes, the Unconditional Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary the Unconditional Guaranty or the Notes, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Guarantor or any Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and any Subsidiary or the Unconditional Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0003,000. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes, the Subsidiary Guaranty Agreement or the Notes any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Notes, the Subsidiary Guaranty Agreement or the Notes any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Subsidiary Guaranty Agreement or any Security Document or by reason of being a holder of any Note, (iib) 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 hereby, by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000or by any Security Document. 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 or sale of any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company CompanyObligors will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel andfor the Purchasers, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers each Purchaser and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guaranty or the NotesGuaranty, or by reason of being a holder of any Note, and (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Companyeither Obligor or any Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Guaranty. The Company CompanyObligors 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 or sale of any 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 special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers you and each Other Purchaser or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes, the Security Agreement, the Pledge Agreement, the Intercreditor Agreement or the Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Notes, the Security Agreement, the Pledge Agreement, the Intercreditor Agreement or the Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Notes, the Security Agreement, the Pledge Agreement, the Intercreditor Agreement or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, and (iib) 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 and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or any Subsidiary Guaranty or the Notes Guarantee (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Subsidiary Guaranty or the Notes Guarantee or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guaranty or the NotesGuarantee, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or 46 bankruptcy of the Company or any Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and by any Subsidiary Guaranty Guarantee and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, SVO; provided that such costs and expenses under this clause (iiic) shall not exceed $5,000U.S.$5,200. 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 or sale of any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Parent Guarantor and the Obligors will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, the Guarantees, any Subsidiary Guaranty Guarantee or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Guarantees, any Subsidiary Guaranty Guarantee or the Notes after an Event of Default or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Guarantees, any Subsidiary Guaranty Guarantee or the Notes, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent Guarantor, the Guarantor, the Company or any Subsidiary or in connection with any work‑out work-out or restructuring after an Event of Default of the transactions contemplated hereby hereby, by the Notes, by the Guarantees and by the Notes and any Subsidiary Guaranty Guarantee and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed $5,000U.S.$3,300. The Company will pay, Parent Guarantor and the Obligors will save each Purchaser and each other holder of a Note harmless from, from all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a such Purchaser or other holder in connection with its purchase or sale of any Notesholder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all reasonable related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the Capital Markets & Investment Analysis Office of the National Association of Insurance Commissioners or any successor organization, (which costs and expenses shall not exceed $3,500 without the prior written consent of the Company) all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees of one a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers or any other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty the Notes or the Notes Guaranty Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) 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, any Subsidiary Guaranty the Notes or the Notes Guaranty Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Notes or the NotesGuaranty Agreement, or by reason of being a holder of any Note, Note and (iib) the reasonable 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 work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. The Company will pay, and will save each Purchaser the Purchasers and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase or sale of any Notessuch Person).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one special counsel and, if reasonably required by for the Required Holders, one local Purchasers (or other counselany Additional Purchasers) incurred (a) by the Purchasers each Purchaser and each Additional Purchaser and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, Agreement (including any Supplement) or the Notes or any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement (including any Supplement) or the Notes or any Subsidiary Guaranty or 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, Agreement (including any Supplement) or the Notes or any Subsidiary Guaranty or the NotesGuaranty, or by reason of being a holder of any Note, and (iib) 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 workout or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable properly documented out-of-pocket costs and expenses (including reasonable attorneys’ ' fees of one a single set 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 and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Guarantee or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty Guarantee or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty Guarantee or the Notes, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary Guarantor or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (iiic) the reasonable properly documented out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed $5,000U.S.$3,300. 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 or sale of any 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 special counsel and, if reasonably required by the Required Holders, one local or other counselcounsel in each relevant jurisdiction) 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 Agreement, any Subsidiary Guaranty or the Notes or any other Finance Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable fees and expenses of the Collateral Agent and its counsel required to be paid under the Collateral Documents, (b) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes or any other Finance Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guaranty or the Notesother Finance Document, or by reason of being a holder of any Note, (iic) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary Guarantor or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty the other Finance Documents and (iiid) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiid) shall not exceed $5,000. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Guaranty, any Collateral Document or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty Guaranty, any Collateral Document or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty Guaranty, any Collateral Document or the Notes, or by reason of being a holder of any Note, (iib) 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 Notes, any Collateral Document and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0004,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys' fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 or the Notes, or by reason of being a holder of any Note, (iib) 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 hereby, by any Subsidiary Guaranty and by the Notes and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0003,000 for each series of 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 reasonable fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will Parent Guarantor and the Company, jointly and severally, agree to pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty the Notes or the Notes Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty the Notes or the Notes Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Notes or the NotesGuaranty, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Company, the Parent Guarantor or any Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary the Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO SVO; provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0003,500 for each Series of Notes. The Company will Parent Guarantor and the Company, jointly and severally, agree to pay, and will save each Purchaser and each other holder of a Note harmless from, from (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or sale otherwise charges to a holder of any Notes)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 reasonable costs and expenses (including reasonable attorneys’ ' fees of one special counsel for the Purchasers and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers and the holders of Notes in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), any the Notes or the Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this AgreementAgreement (including any Supplement), any the Notes or the Subsidiary Guaranty 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 AgreementAgreement (including any Supplement), any Subsidiary Guaranty the Notes or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, and (iib) 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 work-out or restructuring of the transactions contemplated hereby and by the Notes and any Notes, or by the Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Guaranty. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any reasonable fees, costs or expenses, 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 or sale of any Notesthe Purchasers).

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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Notes or any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guaranty or the NotesGuaranty, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ fees, expenses incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty Notes, and (iiic) the reasonable costs and expenses incurred in connection with the initial filing delivery of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000any Subsidiary Guaranty or joinder agreement in respect of any Subsidiary Guaranty as contemplated by Section 9.7. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Guaranty, any Collateral Document or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty Guaranty, any Collateral Document or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty Guaranty, any Collateral Document or the Notes, or by reason of being a holder of any Note, (iib) 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 Notes, any Collateral Document and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0004,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Parent Guarantor and the Obligors will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, the Guarantees, any Subsidiary Guaranty Guarantee or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Guarantees, any Subsidiary Guaranty Guarantee or the Notes after an Event of Default or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Guarantees, any Subsidiary Guaranty Guarantee or the Notes, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent Guarantor, the Guarantor, the Company or any Subsidiary or in connection with any work‑out work-out or restructuring after an Event of Default of the transactions contemplated hereby hereby, by the Notes, by the Guarantees and by the Notes and any Subsidiary Guaranty Guarantee and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed $5,000U.S.$3,300. The Company will payParent Guarantor, and the Obligors will save each Purchaser and each other holder of a Note harmless from, from all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a such Purchaser or other holder in connection with its purchase or sale of any 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 one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Guaranty, any Collateral Document or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty Guaranty, any Collateral Document or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty Guaranty, any Collateral Document or the Notes, or by reason of being a holder of any Note, (iib) 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 Notes, any Collateral Document and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0004,500. If required by the NAIC, the Company shall obtain and maintain at its ​ ​ ​ own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes, the Subsidiary Guaranty or the Notes Sharing Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Note, the Subsidiary Guaranty or the Notes Sharing Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any the Notes, the Subsidiary Guaranty or the NotesSharing Agreement, or by reason of being a holder of any Note, Note and (iib) 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 and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Financing Documents. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable 3578247962676392 -59- attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 or the Notes, or by reason of being a holder of any Note, (iib) 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 and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0004,000. The If required by the NAIC, the Company will pay, shall obtain and will save each Purchaser maintain at its own cost and each other holder of expense a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders Legal Entity Identifier (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any NotesLEI).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one special counsel for the holders of the Notes and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers you and each Other Purchaser or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary the Guaranty Agreements, the Security Documents or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary the Guaranty Agreements, the Security Documents or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary the Guaranty Agreements, the Security Documents or the Notes, or by reason of being a holder of any Note, and (iib) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of any Guarantor, the Company or any Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby hereby, by the Guaranty Agreements and by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. The Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or any Subsidiary Guaranty or the Notes Guarantee (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Subsidiary Guaranty or the Notes Guarantee or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guaranty or the NotesGuarantee, or by reason of being a holder of any Note, (iib) 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 hereby, by the Notes and by any Subsidiary Guaranty Guarantee and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed $5,000U.S.$7,800. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Guaranty, any Collateral Document or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty Guaranty, any Collateral Document or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty Guaranty, any Collateral Document or the Notes, or by reason of being a holder of any Note, (iib) 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 Notes, any Collateral Document and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0004,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any ​ the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in Terreno Realty LLC Note Purchase Agreement respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 or the Notes, or by reason of being a holder of any Note, (iib) 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 and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0003,500 per series of Notes. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or sale otherwise charges to a holder of any Notes)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 reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or any Subsidiary Guaranty or the Notes Guarantee (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Subsidiary Guaranty or the Notes Guarantee or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guaranty or the NotesGuarantee, or by reason of being a holder of any Note, (iib) 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 hereby, by the Notes and by any Subsidiary Guaranty Guarantee and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, SVO; provided that such costs and expenses under this clause (iiic) shall not exceed $5,000U.S.$10,400. 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 or sale of any 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 special counsel (acting on behalf of all the Purchasers and the holders of the Notes) and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) if an Event of Default occurs, the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 or the Notes, or by reason such Event of being a holder of any NoteDefault, (iib) 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 and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed $5,0002,000. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by PIM, the Purchasers or any holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes or any of the other Transaction Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or 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, the Notes or any Subsidiary Guaranty or of the Notesother Transaction Documents, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Company, any Guarantor or any Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and any Subsidiary Guaranty the other Transaction Documents and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0004,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will Parent Guarantor and the Obligor willjointly and severally agree to pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes Finance Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes Finance Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the NotesFinance Document, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent Guarantor, the Obligor, either Partner or any Subsidiary Member or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and or by any Subsidiary Guaranty other Finance Document and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed $5,000U.S.$4,400. The Company Parent Guarantor and/or the Obligor will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers each Purchaser or holder in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty the Notes or the Notes Company Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty the Notes or the Notes Company Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty the Notes or the NotesCompany Guaranty, or by reason of being a holder of any Note, and (iib) the reasonable costs and expenses, including reasonable financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Company, the Issuer or any other Subsidiary of the Company or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and any Subsidiary Guaranty and (iii) by the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Company Guaranty. The Company Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase or sale of any Notessuch Person).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable properly documented out-of-pocket costs and expenses (including reasonable attorneys’ fees of one a single set 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 and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Guarantee or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty Guarantee or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty Guarantee or the Notes, or by reason of being a holder of any Note, (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary Guarantor or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (iiic) the reasonable properly documented out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed $5,000U.S.$3,300. 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 or sale of any the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company The Guarantor will pay all reasonable costs and expenses (including including, without limitation, reasonable attorneys’ fees of one a special United States counsel and a special English counsel and, if reasonably required by the Required Holdersrequired, one other local or other counsel) incurred (a) by the Purchasers each Holder in connection with such transactions this Guarantee and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes Guarantee (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Guarantee, the Amended and Restated Note Purchase Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Guarantee, the Amended and Restated Note Purchase Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, ; and (iib) the reasonable 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 Guarantor or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby by this Guarantee, the Amended and by Restated Note Purchase Agreement, or the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. The Company Guarantor will pay, and will save each Purchaser Holder and hold each other holder of a Note Holder 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 or sale of any Notessuch Holder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one special counsel for the Purchasers and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers Prudential or each Purchaser and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes or the Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) 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, any the Notes or the Subsidiary Guaranty 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, any Subsidiary Guaranty the Notes or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, and (iib) the reasonable 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 work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and any by the Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Guaranty. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any reasonable fees, costs or expenses, 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 or sale of any Notesthe Purchasers).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, New Dreyer's and the Company will jointly and severally agree to pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers you and each Other Purchaser or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary the Affiliate Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary the Affiliate Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary the Affiliate Guaranty or the Notes, or by reason of being a holder of any Note, and (iib) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of New Dreyer's, the Company Company, any Guarantor or any Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Affiliate Guaranty and (iii) the reasonable costs Notes. New Dreyer's and expenses incurred in connection with the initial filing of this Agreement Company jointly and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000. The Company will severally agree to 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 or sale of any Notesyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will and the Issuer, jointly and severally, agree to pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers you, each Additional Purchaser and each Other Purchaser or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any the Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, and (iib) 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 and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. The Company will and the Issuer, jointly and severally, agree to 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 or sale of any Notesyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable reasonable, out-of-pocket costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers each Purchaser and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes and any Subsidiary Guaranty or the Notes Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes and any Subsidiary Guaranty or the Notes Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes and any Subsidiary Guaranty or the NotesAgreement, or by reason of being a holder of any Note, Note and (iib) 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 and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. 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 or sale of any 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 special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 or the Notes, or by reason of being a holder of any Note, (iib) 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 and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,000. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplemental Note Purchase Agreement), any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including any Supplemental Note Purchase 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 (including any Supplemental Note Purchase Agreement), any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, and (iib) 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 hereby, by the Notes and any Subsidiary Guaranty and (iii) by the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Notes. 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 or sale of any 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty 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 or the Notes, or by reason of being a holder of any Note, (iib) 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 and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing Terreno Realty LLC Note Purchase Agreement of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iiic) shall not exceed $5,0003,500 per series of Notes. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or sale otherwise charges to a holder of any Notes)a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will and the Issuer jointly and severally agree to pay all reasonable costs and expenses (including reasonable attorneys’ fees of one special counsel for the Purchasers and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers and the holders of Notes in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes or the Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Notes or the Subsidiary Guaranty 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, any Subsidiary Guaranty the Notes or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, and (iib) 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 and any the Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Guaranty. The Company and the Issuer jointly and severally agree that they will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any reasonable fees, costs or expenses, 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 or sale of any Notesthe Purchasers).

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 a special counsel for the Purchasers and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by the Purchasers each Purchaser and each other holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any the Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (iib) 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 hereby, by the Subsidiary Guaranty and by the Notes and any Subsidiary Guaranty and (iiic) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (iiic) shall not exceed $5,000. 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 or sale of any its 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 a special counsel and, if reasonably required by the Required Holders, one local or other counsel) incurred (a) by PGIM, the Purchasers or any VP/#60437610.3 holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes or any of the other Transaction Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or 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, the Notes or any Subsidiary Guaranty or of the Notesother Transaction Documents, or by reason of being a holder of any Note, and (iib) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Company, any Subsidiary Guarantor or any Subsidiary or in connection with any work‑out work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and any Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000other Transaction Documents. The Company will pay, and will save PGIM, each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or sale of any Notes)finders.

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 a special counsel and, if reasonably required by the Required Holdersrequired, one local or other counsel) incurred (a) by the Purchasers you and each Other Purchaser or holder of a Note in connection with such transactions and (b) by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any the Notes, the Subsidiary Guaranty or the Notes Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ia) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any the Notes, the Subsidiary Guaranty or the Notes Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any the Notes, the Subsidiary Guaranty or the NotesIntercreditor Agreement, or by reason of being a holder of any Note, (iib) 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 work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and any Notes, the Subsidiary Guaranty and (iii) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (iii) shall not exceed $5,000Intercreditor Agreement. The Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase or sale of any Notesyou).”