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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) 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, an Additional Purchaser or other holder in connection with its purchase of its Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including which in the case of counsel for the holders of Notes, shall be limited to the reasonable attorneys’ fees of a one special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or other counselcounsel for the Purchasers) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any NoteNote (except to the extent such defense is due to bad faith, willful misconduct, gross negligence of, or material breach of this Agreement by, such Purchaser, such holder of the Notes or of any of their respective officers, directors, agents, affiliates or employees as determined by a court of final jurisdiction), (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the NotesNotes and any Subsidiary Guaranty, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0005,000 per series of Note, and (d) the costs, expenses, fees and disbursements of any Person (other than the Company) acting as Paying Agent from time to time hereunder, to the extent required by any other agreements solely between the Company and such Paying Agent. 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, an Additional Purchaser or other holder in connection with its purchase of its 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 and documented out-of-pocket 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 (except to the extent such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable and documented out-of-pocket attorneys’ fees and expenses) or obligation is due to bad faith, willful misconduct, gross negligence of, or material breach of this Agreement by, such Purchaser, such holder of the Notes or of any of their respective officers, directors, agents, affiliates or employees as determined by a court of final jurisdiction). None of the Company, any of its Subsidiaries, any Purchaser, any holder of any Note or any of their respective affiliates shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any other such party or any of their respective officers, directors, agents, employees, affiliates, equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, for any special, indirect, consequential or punitive damages. Xxxxxx Engineering Group Inc. Note Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for (reasonably acceptable to each Purchaser, any Additional Purchaser and each other holder of a Note) for, collectively, the Purchasers or any (and Additional Purchasers (providedunder any Supplement) and each other holder of a Note, that unless the Purchasers and/or the Additional Purchaserstaken as a whole, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or counsel (reasonably acceptable to each Purchaser, any Additional Purchaser and each other counselholder of a Note) in each relevant jurisdiction for all such holders, taken as a whole) incurred by each Purchaserthe Purchasers, each the Additional Purchaser Purchasers, if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the 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 or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in AG Twin Brook Capital Income Fund Master Note Purchase Agreement 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 (ec) shall not exceed $5,0003,500 per tranche. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser and an Additional Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes), and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers, the Additional Purchasers, if any, and each other holder of a Note, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any Note by such Purchaser, Additional Purchaser or such holder of a Note or (y) a claim between a Purchaser and an Additional Purchaser, or holder of a Note, on the one hand, and any other Purchaser, Additional Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Company and/or its Affiliates). Notwithstanding anything to the contrary, the Company shall not be liable to a Purchaser and an Additional Purchaser, or holder of a Note for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the transactions contemplated hereunder or under the Subsidiary Guaranty or any Note asserted by a Purchaser and an Additional Purchaser, or a holder of a Note against the Company or any of its Affiliates.

Transaction Expenses. Whether The Issuer agrees after the Closing Date to pay or not reimburse the transactions contemplated hereby are consummated, Collateral Agent (pursuant to a separate fee agreement between the Company will pay Issuer and the Collateral Agent) and the holders of the Notes for all reasonable fees and reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Note Documents; provided, that (including reasonable x) with respect to attorneys’ fees payable by the Issuer pursuant to this Section 16.1, the Issuer shall not be obligated to pay for the attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of more than one firm of special counsel acting for to the Collateral Agent, one firm of special counsel to the Purchasers and/or and all other holders of the Additional PurchasersNotes collectively, as applicable) and, if reasonably required by to the Required Holders, extent that local or other counsel) incurred by each Purchaser, each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplementcounsel is reasonably required, the attorneys’ fees of no more than one firm of such local or other counsel (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes or any Security Document (whether or not such amendment, waiver or consent becomes effectivecollectively), including, without limitation: and (ay) 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 Supplement, the Notes or any Security Document or in responding with respect to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Transaction Entity or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and hereby payable by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary Issuer pursuant to any Security Document or required this Section 16.1, the Issuer shall not be obligated to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs pay for financial advisors’ fees and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the related costs and expenses incurred in connection with for more than one firm of financial advisors (which firm shall be the initial filing of this Agreement firm retained to represent the Purchasers and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000other holders of Notes collectively). The Company Issuer will pay, and will save hold the Collateral Agent, 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, an Additional Purchaser or other holder in connection with its purchase of its the Notes). Notwithstanding anything in this Agreement to the contrary, the Issuer shall not pay to any Purchaser any costs or expenses consisting of, nor hold any Purchaser harmless from, any income or other similar taxes payable by a Purchaser as a result of the transactions contemplated hereby. At or promptly following the Closing Date, the Issuer will pay the reasonable expenses of Xxxx Xxxxxxxx LLP, as special counsel to the Purchasers, and Xxxxxx & Bird LLP, as special counsel to the Collateral Agent, in connection with the transactions contemplated hereby and invoiced prior to the Closing Date. The Issuer will pay, and will save the Collateral Agent and each holder of a Note (each, an “Indemnitee”) harmless from any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation resulting from (a) the execution, delivery, enforcement or performance or administration of any Note Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or the consummation of the transactions contemplated hereby, (b) any the use of the proceeds of the Notes by the Issuer, (c) any actual or alleged presence or release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated by the Transaction Entities or any of their subsidiaries, (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) or (e) the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Issuer, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) in the case of the Collateral Agent gross negligence or willful misconduct by such Indemnitee or any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, (y) in the case of the Purchasers, the bad faith, gross negligence or willful misconduct or a material breach of any obligations under any Note Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, or (z) solely with respect to indemnity sought by a Purchaser or holder of a Note, a claim between any Purchaser or holder of a Note, on the one hand, and any other Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Issuer and/or its Affiliates). Notwithstanding anything to the contrary, the Issuer shall not be obligated to indemnify any Indemnitee for any punitive damages arising out of, in connection with, or as a result of the transactions contemplated hereunder or under any Note. VELOCITY FINANCIAL, INC. NOTE PURCHASE AGREEMENT VELOCITY COMMERCIAL CAPITAL, LLC All amounts due under this Section 16.1 shall be paid within thirty (30) days after written demand therefor (together with, to the extent reasonably available, backup documentation supporting such reimbursement request); provided, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 16.1. For the avoidance of doubt, with respect to the Purchasers, this Section 16.1 shall not apply to any taxes, duties, levies, imposts, assessments, fees, deductions, withholdings (including backup withholding) or other charges imposed by any Governmental Authority, including interest, penalties and additions to tax applicable thereto (collectively “Taxes”), except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims. The Collateral Agent’s right to receive payment of any amounts due under this Section 16.1 shall not be subordinated to any other liability or indebtedness of the Issuer and the Collateral Agent’s lien on the Collateral secures the Issuer’s payment and indemnity obligations to the Collateral Agent under this Section 16.1.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes Subsidiary Guaranty or any Security Documentthe Notes, or by reason of being a holder of any Note, Note and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement the Subsidiary Guaranty and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (2) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for (but only one in connection with the Purchasers and/or the Additional Purchasers, as applicabletransaction contemplated hereby) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplementthe Notes, the Notes Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: : (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplementthe Notes, the Notes Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplementthe Notes, the Notes Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement or any Security Document, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes. In addition, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing will pay all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred by you and the Other Purchasers should you and they, as a group, retain financial consultants and other professionals to assist in connection with evaluating the initial filing financial condition of this Agreement the Parent and all related documents and financial information with its Subsidiaries, including the SVO; Company, provided, that you and the Other Purchasers agree to utilize the services of financial consultants and professionals retained by the Banks for such costs purpose, so long as you and expenses under this clause (e) shall not exceed $5,000the Other Purchasers are satisfied that you and they are receiving the same information at the same time as the Banks. 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Guaranty Agreement or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Guaranty Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Guaranty Agreement or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor any Guaranty Agreement and (ec) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0005,000 per series. 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, an Additional Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank 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. 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 resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company; provided that such indemnity shall not, as to any Purchaser or holder of a Note, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Purchaser or holder.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for (reasonably acceptable to each Purchaser and each other holder of a Note) for, collectively, the Purchasers or any Additional Purchasers (providedand each other holder of a Note, that unless the Purchasers and/or the Additional Purchaserstaken as a whole, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or counsel (reasonably acceptable to each Purchaser and each other counselholder of a Note) in each relevant jurisdiction for all such holders, taken as a whole) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the 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 or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; , provided, that such costs and expenses under this clause (ec) 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 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, an Additional Purchaser or other holder in connection with its purchase of its the Notes)., and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers and each other holder of a Note, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any Note by such Purchaser or such holder of a Note or (y) a claim between a Purchaser or holder of a Note, on the one hand, and any other Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Company and/or its Affiliates). Notwithstanding anything to the contrary, no party hereto shall be liable to any other party hereto for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the transactions contemplated hereunder or under the Subsidiary Guaranty or any Note. BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company and the Guarantors jointly and severally will pay all reasonable costs and expenses (including reasonable attorneys’ fees and disbursements of a special counsel and, if reasonably requested by the Purchasers or the Required Holders with respect to any relevant jurisdictions, local or other counsel consisting, for each such jurisdiction, of a single law firm approved by the Purchasers or the Required Holders for such jurisdiction) incurred by the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Agreement or the Notes or any Security other Financing Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Agreement or the Notes or any Security other Financing Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Agreement or the Notes or any Security other Financing Document, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-work out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes or any other Financing Document and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and information related to this Agreement, with the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000. The Company and the Guarantors, jointly and severally, will pay, and will save each Purchaser the Purchasers 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 any Purchaser, an Additional Purchaser or other holder in connection with its purchase of its Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for (reasonably acceptable to each Purchaser, any Additional Purchaser and each other holder of a Note) for, collectively, the Purchasers or any (and Additional Purchasers (providedunder any Supplement) and each other holder of a Note, that unless the Purchasers and/or the Additional Purchaserstaken as a whole, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or counsel (reasonably acceptable to each Purchaser, any Additional Purchaser and each other counselholder of a Note) in each relevant jurisdiction for all such holders, taken as a whole) incurred by each Purchaserthe Purchasers, each the Additional Purchaser Purchasers, if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the 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 or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; , provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500 per tranche. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser and an Additional Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes), and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers, the Additional Purchasers, if any, and each other holder of a Note, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any Note by such Purchaser, Additional Purchaser or such holder of a Note or (y) a claim between a Purchaser and an Additional Purchaser, or holder of a Note, on the one hand, and any other Purchaser, Additional Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Company and/or its Affiliates). Notwithstanding anything to the contrary, the Company shall not be liable to a Purchaser and an Additional Purchaser, or holder of a Note for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) Trinity Capital Inc. Master Note Purchase Agreement arising out of, in connection with, or as a result of the transactions contemplated hereunder or under the Subsidiary Guaranty or any Note asserted by a Purchaser and an Additional Purchaser, or a holder of a Note against the Company or any of its Affiliates.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser and each other or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any SupplementGuaranty Agreement, the Intercreditor Agreement or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any SupplementGuaranty Agreement, the Intercreditor Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any SupplementGuaranty Agreement, the Notes Intercreditor Agreement or any Security Documentthe Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Company, any Subsidiary or any Subsidiary Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) 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, those retained by a Purchaser, an Additional such Purchaser or other holder in connection with its purchase of its Notesholder).. CSS Industries, Inc. Note Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0009,950. 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, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for (reasonably acceptable to each such Purchaser, any Additional Purchaser and each other holder of a Note) for, collectively, the Purchasers or any (and Additional Purchasers (providedunder any Supplement) and each other holder of a Note, that unless the Purchasers and/or the Additional Purchaserstaken as a whole, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or counsel (reasonably acceptable to each such Purchaser, any Additional Purchaser and each other counselholder of a Note) in each relevant jurisdiction) incurred by each Purchaserthe Purchasers, each the Additional Purchaser Purchasers, if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500 per tranche. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). OWL ROCK CAPITAL CORPORATION III NOTE PURCHASE AGREEMENT The Company will pay, and will save each Purchaser, Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser and an Additional Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes), and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers, the Additional Purchasers, if any, and each other holder of a Note, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any Note by such Purchaser, such Additional Purchaser or such holder of a Note or (y) a claim between a Purchaser and an Additional Purchaser, or holder of a Note, on the one hand, and any other Purchaser, Additional Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Company and/or its Affiliates). Notwithstanding anything to the contrary, no party hereto shall be liable to any other party hereto for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the transactions contemplated hereunder or under the Subsidiary Guaranty or any Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for for, collectively, the Purchasers or any Additional Purchasers (providedand each other holder of a Note, that unless the Purchasers and/or the Additional Purchaserstaken as a whole, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or other counselcounsel in each applicable jurisdiction for all such holders, taken as a whole) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes Subsidiary Guaranty or any Security Documentthe Notes, or by reason of being a holder of any Note, Note and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement Subsidiary Guaranty and (ec) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided. If required by the NAIC, that such costs the Company shall obtain and expenses under maintain at its own cost and expense a Legal Entity Identifier (LEI). For the avoidance of doubt, this clause (e) Section 15.1 shall not exceed $5,000apply to any taxes other than taxes that arise from non-tax claims. 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, an Additional Purchaser or other holder in connection with its purchase of its the Notes), and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers and each other holder of a Note, taken as a whole, and, if reasonably required by the Required Holders, one local counsel in each applicable jurisdiction for all such Purchasers and holders, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct by such Purchaser or such holder of a Note as determined in a final non-appealable judgment from a court of competent jurisdiction or (y) a claim between any Purchaser or holder of a Note, on the one hand, and any other Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Company and/or its Affiliates). Notwithstanding anything to the contrary, no party hereto shall be liable to any other party hereto for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the transactions contemplated hereunder or under the Subsidiary Guaranty, any Supplement or any Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company each Obligor will jointly and severally pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or Oaktree Capital Management, L.P. Note and Guaranty Agreement consents under or in respect of this Agreement, any Supplement, Agreement or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Agreement or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes; provided that (x) with respect to attorneys’ fees payable by the Obligors pursuant to this Section 16.1, the Obligors shall not be obligated to pay for the attorneys’ fees of more than one firm of special counsel (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively) and, to the extent that local or other counsel is reasonably required, the attorneys’ fees of no more than one firm of such local or other counsel (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively), and (y) with respect to financial advisors’ fees payable by the Obligors pursuant to this Section 16.1, the Obligors shall not be obligated to pay for financial advisors’ fees and related costs and expenses for more than one firm of financial advisors (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively), and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,000 for each series of Notes. The Company Each Obligor will pay, and will save hold each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note. Notwithstanding anything in this Agreement to the contrary, the Obligors shall not pay to any Purchaser any costs or expenses consisting of, nor hold any Purchaser harmless from, any income or other similar taxes payable by a Purchaser as a result of the transactions contemplated hereby.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500 for each series of Notes. If required by the NAIC, the Issuer shall obtain and maintain at its own cost and expense a Legal Entity Identifier. The Company Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its Retail Properties of America, Inc. Note Purchase Agreement purchase of its the Notes)) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Subsidiary Guaranty Agreement or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Subsidiary Guaranty Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes Subsidiary Guaranty Agreement or any Security Documentthe Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Subsidiary Guaranty Agreement and (ec) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the 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 a one special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counselcounsel acting for all holders) incurred by each Purchaser, each Additional Purchaser and each other or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Notes or any Security Document a Subsidiary Guarantee Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Notes or any Security Document a Subsidiary Guarantee Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplementthe Notes, the Notes or any Security Document, Subsidiary Guarantee Agreement or by reason of being a holder of any Note, and (b) the costs and expenses, including one financial advisors’ feesfees acting for all holders of Notes, 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, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000. The Company will payindemnify, 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 thosethose retained by such Purchaser). In furtherance of the foregoing, on the date of the Closing, the Company will pay or cause to be paid the reasonable fees and disbursements of your special counsel which are reflected in the statements of such special counsel submitted to the Company in accordance with Section 4.7. The Company will also pay, promptly upon receipt of supplemental statements therefor, reasonable additional fees, if any, retained by a Purchaser, an Additional Purchaser or other holder and disbursements of such special counsel in connection with its purchase the transactions hereby contemplated (including disbursements unposted as of its Notesthe date of a statement to the extent such disbursements exceed estimated disbursements covered by prior statements).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for (reasonably acceptable to each Purchaser and each other holder of a Note) for, collectively, the Purchasers or any Additional Purchasers (providedand each other holder of a Note, that unless the Purchasers and/or the Additional Purchaserstaken as a whole, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or counsel (reasonably acceptable to each Purchaser and each other counselholder of a Note) in each relevant jurisdiction for all such holders, taken as a whole) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the 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 or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, provided that such costs and expenses under this clause (ec) shall not exceed $5,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The 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, an Additional Purchaser or other holder in connection with its purchase of the Notes) and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers and each other holder of a Note, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any Note by such Purchaser or such holder of a Note or (y) a claim between a Purchaser or holder of a Note, on the one hand, and any other Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Company and/or its NotesAffiliates). Notwithstanding anything to the contrary, no party hereto shall be liable to any other party hereto for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the transactions contemplated hereunder or under any Subsidiary Guaranty or any 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional the Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers waivers, consents or consents other actions under or in respect of this Agreement, any Supplement, the Notes or any Security Document and the Intercreditor Agreement (whether or not such amendment, waiver or consent or other action becomes effective), including, without limitation: : (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Notes or any Security Document the Intercreditor Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security Documentthe Intercreditor Agreement, or by reason 80 74 of being a holder of any Note, ; (b) the costs and expenses, including financial advisors’ ' and accountants' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, ; and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred from time to time in connection with the initial filing execution and delivery of any instruments or documents contemplated by this Agreement and all related documents and financial information with or the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000Intercreditor Agreement. The Company will pay, and will save each the Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than thosethose retained by the Purchaser or any subsequent holder of a Note). In furtherance of the foregoing, on the Closing Date the Company will pay or cause to be paid the reasonable fees and disbursements and other charges (including estimated unposted disbursements and other charges as of the Closing Date) of special counsel for the Purchaser which are reflected in the statement of such counsel submitted to the Company at least one Business Day prior to the Closing Date. The Company will also pay, promptly upon receipt of supplemental statements therefor, reasonable additional fees, if any, retained by a Purchaser, an Additional Purchaser or and disbursements and other holder charges of such counsel in connection with its purchase the transactions hereby contemplated (including disbursements unposted as of its Notesthe Closing Date to the extent such disbursements and other charges exceed estimated amounts paid as aforesaid).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for (reasonably acceptable to each Purchaser, any Additional Purchaser and each other holder of a Note) for, collectively, the Purchasers or any (and Additional Purchasers (providedunder any Supplement) and each other holder of a Note, that unless the Purchasers and/or the Additional Purchaserstaken as a whole, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or counsel (reasonably acceptable to each Purchaser, any Additional Purchaser and each other counselholder of a Note) in each relevant jurisdiction for all such holders, taken as a whole) incurred by each Purchaserthe Purchasers, each the Additional Purchaser Purchasers, if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the 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 or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; , provided, that such costs and expenses under this clause (ec) shall not exceed $5,000. The Company will pay3,500 per tranche, and will save each Purchaser and each other holder of a Note harmless from(d) the costs, all claims in respect of any fees, costs or expenses, if any, fees and disbursements of brokers the Paying Agent and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder the Registrar in connection with its purchase the performance of its Notesduties under the Paying Agent Agreement. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each PurchaserPrudential, each Additional Purchaser and each other the Purchasers or any holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplementthe Subsidiary Guaranty, or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplementthe Subsidiary Guaranty, or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplementthe Subsidiary Guaranty, or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes. Notwithstanding the foregoing, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant shall not be obligated to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent reimburse Prudential for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses (including those of Xxxxxxx XxXxxxxxx LLP, special counsel to Prudential) incurred in connection with the initial filing preparation and negotiation of this Agreement and all related documents and financial information with the SVO; providedSubsidiary Guaranty, that such costs other than fees and expenses under this clause (e) shall of Xxxxxxx XxXxxxxxx in an aggregate amount not to exceed $5,00010,000. The Company will pay, and will save Prudential, 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 any broker or finder engaged by a Prudential or any Purchaser, an Additional Purchaser or other holder in connection with its purchase of 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Notes or any Security Document Financing Agreement (whether or not such amendment, waiver or consent TALX Corporation Note Purchase Agreement becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Notes or any Security Document Financing Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security DocumentFinancing Agreements, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and by the Notes, Financing Agreements and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (e) shall not exceed $5,0003,000. The Obligors shall only be liable under this Section 15.1 for the reasonable attorneys' fees of a single special counsel and, if reasonably required, a single local counsel in each jurisdiction where any Obligor or other Subsidiary conducts business, in each case acting on behalf of the holders of the Notes as a group, unless, in the reasonable judgment of any holder of Notes a conflict exists between such holder of Notes and any other holder of Notes, in which event the Obligors shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels as shall be necessary to eliminate such conflict. 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500 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). MSC Industrial Direct Co., Inc. Note Purchase Agreement 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a one special counsel for all of the Purchasers or any Additional Purchasers (provided, that unless holders of the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) Notes and, if reasonably required by the Required Holders, local or other counselcounsel for all of the holders of the Notes) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions transactions, in connection with any Subsidiary Guarantee Deed and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Notes or any Security Document Subsidiary Guarantee Deed (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Notes or any Security Document Subsidiary Guarantee Deed or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security DocumentSubsidiary Guarantee Deed, or by reason of being a holder of any Note, (b) the costs and expenses, including one financial advisors’ feesadvisor’s fees for all of the holders of the Notes, 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 or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company Notes or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement Guarantee Deed and (ec) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, provided that such costs and expenses under this clause (ec) shall not exceed $5,000U.S.$3,000 for each series of Notes. 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500 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, an Additional Purchaser or other holder in connection with its purchase of its 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 The Borrower will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser and each other holder of a Note the Noteholders in connection with such the transactions contemplated by this Agreement and in connection with any amendments, waivers or consents under or in respect of any of this Agreement, the Collateral Agency Agreement or any Supplementother Security Instruments, any of the Note Purchase Agreements or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the any Supplement, of the Note Purchase Agreements or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, of the Notes Note Purchase Agreements or any Security Documentthe Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Borrower, the General Partner or any Subsidiary subsidiary of either of them or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and by of the Note Purchase Agreements or the Notes. Further, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000. The Company Borrower will pay, and will save keep each Purchaser and each other holder of a Note Noteholder 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 Purchaserthe Noteholders). The rights of the Noteholders under the provision of this Section 8.5 shall be in addition to and shall not limit, an Additional Purchaser the rights of the Noteholders under any provision of the Note Purchase Agreements, the Guaranty Agreements, the Collateral Agency Agreement or any other holder in connection with its purchase document to the payment (or reimbursement) by the Borrower or the General Partner of its Notes)costs and expenses; provided, however, that any such payment (or reimbursement) shall be made hereunder without duplication of any such payment (or reimbursement) thereunder.

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 a one special counsel for the Purchasers or any (and Additional Purchasers (providedunder any Supplement) and holders, that unless the Purchasers and/or the Additional Purchaserstaken as a whole, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or other counselcounsel in each relevant jurisdiction for the Purchasers (and Additional Purchasers under any Supplement) and holders, taken as a whole) incurred by each Purchaser, each the Purchasers (and Additional Purchaser Purchasers under any Supplement) and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Note Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable and documented costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Note Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Note Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the reasonable and documented costs and expenses, including one financial advisors’ fees, advisor’s fees incurred in connection with the insolvency or bankruptcy of the Parent Guarantor, the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Note Guaranty and (c) the fees, costs reasonable and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the 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, provided that such costs and expenses under this clause (ec) shall not exceed $5,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The 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, an Purchaser (or Additional Purchaser under any Supplement) or other holder in connection with its purchase of its 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 and documented attorneys’ fees and expenses of one special counsel for the Purchasers (and Additional Purchasers under any Supplement) and holders, taken as a whole, and if reasonably required by the Required Holders, one local counsel in each relevant jurisdiction, for the Purchasers (and Additional Purchasers under any Supplement) and holders, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company; provided that the Company shall have no obligation under this clause (iii) to the extent such obligation has resulted from (x) the gross negligence or willful misconduct of a Purchaser or (y) the material breach of such Purchaser’s obligations hereunder. Safehold Operating Partnership LP Note Purchase Agreement

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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Affiliate Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Affiliate Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Affiliate Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent, the Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Affiliate Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,000. The Company Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes).) and (ii) any and all wire transfer fees that the Issuer’s bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note. STAG Industrial Operating Partnership, L.P. Note Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (but limited to reasonable attorneys’ fees of one special counsel for all of the Purchasers) incurred by each Purchaser in connection with such transactions. The Company further agree to pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, Purchaser and each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, Agreement (including any Supplement), the Subsidiary Guaranty, the Intercreditor Agreement or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), which shall be limited to one counsel for all holders of the Notes so long as no Default or Event of Default shall have occurred and be continuing, including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement (including any Supplement), the Subsidiary Guaranty, the Intercreditor Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement (including any Supplement), the Notes Subsidiary Guaranty, the Intercreditor Agreement or any Security Documentthe Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) 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 of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500; provided, further, that the aggregate amount of attorneys’ fees of a special counsel to the Purchasers and, if reasonably required by the Required Holders, local or other counsel incurred in connection with the execution and delivery of this Agreement and the Closing of the Notes and to be paid by the Company shall not exceed $100,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). 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, an Additional Purchaser or other holder in connection with its purchase of its 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 but limited to reasonable attorneys’ fees of a one special counsel for all of the Purchasers or any Additional Purchasers and each other holder of a Note (provided, that unless there is a conflict preventing one counsel from representing all the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicableand such holders) and, if reasonably required by the Required Holders, local or other counselcounsel in each relevant jurisdiction) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplementthe Notes, the Notes Subsidiary Guaranty, the Intercreditor Agreement or any Security other Transaction Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: limitation (but subject to the limitation on attorneys’ fees above): (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend or cause the Collateral Agent to enforce or defend) any rights under this Agreement, any Supplementthe Notes, the Notes Subsidiary Guaranty, the Intercreditor Agreement or any Security other Transaction Document (including, without limitation, to protect, collect, lease, sell, take possession of, release or liquidate any of the Collateral) or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplementthe Notes, the Notes Subsidiary Guaranty, the Intercreditor Agreement or any Security other Transaction Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the NotesNotes and the Subsidiary Guaranty, (c) the fees, all costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to in the Security Collateral Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders holders, (d) the fees, costs and expenses of the Notes and the other parties party to the Intercreditor Agreement Collateral Agent and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO of the NAIC, provided, that such costs and expenses under this clause (e) shall not exceed $5,0003,000 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, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for (reasonably acceptable to each Purchaser, any Additional Purchaser and each other holder of a Note) for, collectively, the Purchasers or any (and Additional Purchasers (providedunder any Supplement) and each other holder of a Note, that unless the Purchasers and/or the Additional Purchaserstaken as a whole, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or counsel (reasonably acceptable to each Purchaser, any Additional Purchaser and each other counselholder of a Note) in each relevant jurisdiction for all such holders, taken as a whole) incurred by each Purchaserthe Purchasers, each the Additional Purchaser Purchasers, if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the 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 or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; , provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500 per tranche. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser and an Additional Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes)., and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers, the Additional Purchasers, if any, and each other holder of a Note, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any Note by such Purchaser, Additional Purchaser or such holder of a Note or (y) a claim between a Purchaser and an Additional Purchaser, or holder of a Note, on the one hand, and any other Purchaser, Additional Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Company and/or its Affiliates). Notwithstanding anything to the contrary, the Company shall not be liable to a Purchaser and an Additional Purchaser, or holder of a Note for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the transactions contemplated hereunder or under the Subsidiary Guaranty or any Note asserted by a Purchaser and an Additional Purchaser, or a holder of a Note against the Company or any of its Affiliates. HPS CORPORATE LENDING FUND 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, supplements, waivers or consents under or in respect of this Agreement, any Supplement, the Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes Subsidiary Guaranty or any Security Documentthe Notes, or by reason of being a holder of any Note, (b) the 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, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement Subsidiary Guaranty and (ec) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500 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, an Additional Purchaser or other holder in connection with its purchase of its 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 The Issuer agrees after the Closing Date to pay or not reimburse the transactions contemplated hereby are consummated, Collateral Agent (pursuant to a separate fee agreement between the Company will pay Issuer and the Collateral Agent) and the holders of the Notes for all reasonable fees and reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Note Documents; provided, that (including reasonable x) with respect to attorneys’ fees payable by the Issuer pursuant to this Section 16.1, the Issuer shall not be obligated to pay for the attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of more than one firm of special counsel acting for to the Collateral Agent, one firm of special counsel to the Purchasers and/or and all other holders of the Additional PurchasersNotes collectively, as applicable) and, if reasonably required by to the Required Holders, extent that local or other counsel) incurred by each Purchaser, each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplementcounsel is reasonably required, the attorneys’ fees of no more than one firm of such local or other counsel (which VELOCITY FINANCIAL, INC. VELOCITY COMMERCIAL CAPITAL, LLC NOTE PURCHASE AGREEMENT firm shall be the firm retained to represent the Purchasers and all other holders of Notes or any Security Document (whether or not such amendment, waiver or consent becomes effectivecollectively), including, without limitation: and (ay) 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 Supplement, the Notes or any Security Document or in responding with respect to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Transaction Entity or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and hereby payable by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary Issuer pursuant to any Security Document or required this Section 16.1, the Issuer shall not be obligated to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs pay for financial advisors’ fees and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the related costs and expenses incurred in connection with for more than one firm of financial advisors (which firm shall be the initial filing of this Agreement firm retained to represent the Purchasers and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000other holders of Notes collectively). The Company Issuer will pay, and will save hold the Collateral Agent, 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, an Additional Purchaser or other holder in connection with its purchase of its the Notes). Notwithstanding anything in this Agreement to the contrary, the Issuer shall not pay to any Purchaser any costs or expenses consisting of, nor hold any Purchaser harmless from, any income or other similar taxes payable by a Purchaser as a result of the transactions contemplated hereby. At or promptly following the Closing Date, the Issuer will pay the reasonable expenses of Xxxx Xxxxxxxx LLP, as special counsel to the Purchasers, and Xxxxxx & Bird LLP, as special counsel to the Collateral Agent, in connection with the transactions contemplated hereby and invoiced prior to the Closing Date. The Issuer will pay, and will save the Collateral Agent and each holder of a Note (each, an “Indemnitee”) harmless from any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation resulting from (a) the execution, delivery, enforcement or performance or administration of any Note Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or the consummation of the transactions contemplated hereby, (b) any the use of the proceeds of the Notes by the Issuer, (c) any actual or alleged presence or release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated by the Transaction Entities or any of their subsidiaries, (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) or (e) the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Issuer, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) in the case of the Collateral Agent gross negligence or willful misconduct by such Indemnitee or any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, (y) in the case of the Purchasers, the bad faith, gross negligence or willful misconduct or a material breach of any obligations under any Note Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, or (z) solely with respect to indemnity sought by a Purchaser or holder of a Note, a claim between any Purchaser or holder of a Note, on the one hand, and any other Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Issuer and/or its Affiliates). Notwithstanding anything to the contrary, the Issuer shall not be obligated to indemnify any Indemnitee for any punitive damages arising out of, in connection with, or as a result of the transactions contemplated hereunder or under any Note. All amounts due under this Section 16.1 shall be paid within thirty (30) days after written demand therefor (together with, to the extent reasonably available, backup documentation supporting such reimbursement request); provided, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 16.1. For the avoidance of doubt, with respect to the Purchasers, this Section 16.1 shall not apply to any taxes, duties, levies, imposts, assessments, fees, deductions, withholdings (including backup withholding) or other charges imposed by any Governmental Authority, including interest, penalties and additions to tax applicable thereto (collectively “Taxes”), except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims. VELOCITY FINANCIAL, INC. VELOCITY COMMERCIAL CAPITAL, LLC NOTE PURCHASE AGREEMENT The Collateral Agent’s right to receive payment of any amounts due under this Section 16.1 shall not be subordinated to any other liability or indebtedness of the Issuer and the Collateral Agent’s lien on the Collateral secures the Issuer’s payment and indemnity obligations to the Collateral Agent under this Section 16.1.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for for, collectively, the Purchasers or any (and Additional Purchasers (providedunder any Supplement) and each other holder of a Note, that unless the Purchasers and/or the Additional Purchaserstaken as a whole, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or other counselcounsel in each relevant jurisdiction for all such holders, taken as a whole) incurred by each Purchaserthe Purchasers, each the Additional Purchaser Purchasers, if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement BlackRock Private Credit Fund Master Note Purchase Agreement (including any Supplement), any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the 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 or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; , provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500 per tranche. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser, Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser and an Additional Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes), and (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers and each other holder of a Note, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case other than any judgment, liability, claim, order, decree, fine, penalty, cost, fee judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any Note by such Purchaser or such holder of a Note or (y) a claim between a Purchaser or holder of a Note, on the one hand, and any other Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Company and/or its Affiliates).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500 per series; provided, further, that the aggregate amount of attorneys’ fees of a special counsel to the Purchasers and, if reasonably required by the Required Holders, local or other counsel incurred in connection with the execution and delivery of this Agreement and the Closing of the Notes and to be paid by the Company shall not exceed $100,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a single special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplementthe Notes, the Notes Intercreditor Agreement or any Security Document the Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplementthe Notes, the Notes Intercreditor Agreement or any Security Document the Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplementthe Notes, the Notes Intercreditor Agreement or any Security Documentthe Subsidiary Guaranty, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, . The Company’s obligation to pay any costs and expenses pursuant to this Section 15.1 shall be conditioned upon its receipt of an invoice therefor (c) such invoice to include reasonable detail as to the fees, basis for such costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000). 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, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its Notesyou).

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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplementthe Subsidiary Guaranty, or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplementthe Subsidiary Guaranty, or the Notes or any Security Document Notes, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplementthe Subsidiary Guaranty, or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any other Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement the Subsidiary Guaranty, and by the Notes, and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses not in excess of $3,000 incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO; provided, that such costs and expenses under this clause (e) 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 you and each other holder of a Note 12660262v2 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a the Purchaser’s special counsel for the Purchasers or any Additional Purchasers (providedcounsel, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counselSxxxxx Xxxxxx LLP) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Subsidiary Guaranty Agreement or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Subsidiary Guaranty Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes Subsidiary Guaranty Agreement or any Security Documentthe Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Subsidiary Guaranty Agreement and (ec) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, provided that such costs and expenses under this clause (ec) shall not exceed $5,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of the Notes) and (2) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company; provided that the Company shall have no obligation under the preceding clause (2) to any Purchaser or holder of a Note to the extent resulting from the gross negligence, bad faith or willful misconduct of such Purchaser or holder or arising solely from claims between one such Purchaser or holder and another such Purchaser or holder. To the extent permitted by applicable law, any Person seeking to paid or held harmless under the preceding clause (2) shall, upon obtaining knowledge of a basis therefor, use commercially reasonable efforts to give prompt written notice to the Company of the commencement of any action or proceeding giving rise thereto, provided that the failure to give such notice shall not relieve the Company of any of its Notesobligations under the preceding clause (2).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company each Obligor will jointly and severally pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by Oaktree Capital Management, L.P. Note and Guaranty Agreement the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Agreement or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Agreement or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes; provided that (x) with respect to attorneys’ fees payable by the Obligors pursuant to this Section 16.1, the Obligors shall not be obligated to pay for the attorneys’ fees of more than one firm of special counsel (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively) and, to the extent that local or other counsel is reasonably required, the attorneys’ fees of no more than one firm of such local or other counsel (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively), and (y) with respect to financial advisors’ fees payable by the Obligors pursuant to this Section 16.1, the Obligors shall not be obligated to pay for financial advisors’ fees and related costs and expenses for more than one firm of financial advisors (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively), and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,000. The Company Each Obligor will pay, and will save hold each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note. Notwithstanding anything in this Agreement to the contrary, the Obligors shall not pay to any Purchaser any costs or expenses consisting of, nor hold any Purchaser harmless from, any income or other similar taxes payable by a Purchaser as a result of the transactions contemplated hereby.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplementthe Notes, the Notes Trust Guaranty, the Subordination Agreement or any Security Document Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplementthe Other Agreements, the Notes Notes, the Trust Guaranty, the Subordination Agreement or any Security Document Subsidiary Guaranty, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any SupplementAgreement the Other Agreements, the Notes Notes, the Trust Guaranty, the Subordination Agreement or any Security DocumentSubsidiary Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Trust, the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and the Notes, by the NotesTrust Guaranty, by the Subordination Agreement or any Subsidiary Guaranty, (c) the fees, fees and costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO; providedSecurities Valuation Office of the National Association of Insurance Commissioners or any successor organizations succeeding to the authority thereof, that such and (d) the costs and expenses under this clause (e) shall not exceed $5,000of the holders of the Notes incurred in connection with any Reorganization or any amendment or waiver required in connection therewith, including the fees and expenses of their special counsel. 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent Guarantor, the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) 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, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for for, collectively, the Purchasers or any Additional Purchasers (providedand each other holder of a Note, that unless the Purchasers and/or the Additional Purchaserstaken as a whole, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or other counselcounsel in each applicable jurisdiction for all such holders, taken as a whole) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, such Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, such Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, Note and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and such Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided. If required by the NAIC, that such costs the Company shall obtain and expenses under maintain at its own cost and expense a Legal Entity Identifier (LEI). For the avoidance of doubt, this clause (e) Section 15.1 shall not exceed $5,000apply to any taxes other than taxes that arise from non-tax claims. 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, an Additional Purchaser or other holder in connection with its purchase of its the Notes), and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers and each other holder of a Note, taken as a whole, and, if reasonably required by the Required Holders, one local counsel in each applicable jurisdiction for all such Purchasers and holders, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct by such Purchaser or such holder of a Note as determined in a final non-appealable judgment from a court of competent jurisdiction or (y) a claim between any Purchaser or holder of a Note, on the one hand, and any other Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Company and/or its Affiliates). Notwithstanding anything to the contrary, no party hereto shall be liable to any other party hereto for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the transactions contemplated hereunder or under any Subsidiary Guaranty or any 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guarantee or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guarantee or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guarantee or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the NotesNotes and any Subsidiary Guarantee, and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, provided that such costs and expenses under this clause (ec) shall not exceed $5,0001,500 for each Series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The 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, an Additional Purchaser or other holder in connection with its purchase of its 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. ACTIVE 58093961v3 Colliers International EMEA Xxxxx PLCColliers International Group Inc.Fifth Amendment to 2018 Note Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for for, collectively, the Purchasers or any Additional Purchasers (providedand each other holder of a Note, that unless the Purchasers and/or the Additional Purchaserstaken as a whole, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or other counselcounsel in each applicable jurisdiction for all such holders, taken as a whole) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes Subsidiary Guaranty or any Security Documentthe Notes, or by reason of being a holder of any Note, Note and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement Subsidiary Guaranty and (ec) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided. If required by the NAIC, that such costs the Company shall obtain and expenses under maintain at its own cost and expense a Legal Entity Identifier (LEI). For the avoidance of doubt, this clause (e) Section 15.1 shall not exceed $5,000apply to any taxes other than taxes that arise from non-tax claims. 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, an Additional Purchaser or other holder in connection with its purchase of its the Notes), and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers and each other holder of a Note, taken as a whole, and, if reasonably required by the Required Holders, one local counsel in each applicable jurisdiction for all such Purchasers and holders, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct by such Purchaser or such holder of a Note as determined in a final non-appealable judgment from a court of competent jurisdiction or (y) a claim between any Purchaser or holder of a Note, on the one hand, and any other Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Company and/or its Affiliates). Notwithstanding anything to the contrary, no party hereto shall be liable to any other party hereto for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the transactions contemplated hereunder or under the Subsidiary Guaranty or any 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500 per 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). - xli - 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, provided that such costs and expenses under this clause (ec) 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, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser you or other holder in connection with its purchase of its the Notes)) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative Graybar Electric Company, Inc. demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) 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, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,000[______].51 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, an Additional Purchaser or other holder in connection with its purchase of its 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 The Guarantor agrees to pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser Note Holder and each other holder of a Note the Collateral Trustee in connection with such transactions this Guaranty, the Note Agreement, the other Note Documents or any transaction contemplated by any of the foregoing, and in connection with any amendments, waivers or consents under or in respect of this Agreement, any SupplementGuaranty, the Notes Note Agreement or any Security Document the other Note Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ai) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreementunder, any Supplement, the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with with, this Agreement, any SupplementGuaranty, the Notes Note Agreement or the other Note Documents or any Security Documenttransaction contemplated by any of the foregoing, or by reason of being a holder of any NoteNote Holder, and (bii) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Guarantor or any Subsidiary other Person party to any of the Note Documents or in connection with any work-out workout or restructuring of the transactions contemplated herebyby this Guaranty, by any Supplement and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes Agreement and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000Note Documents. The Company Guarantor will pay, and will save each Purchaser and 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 PurchaserNote Holder). The obligations of the Guarantor under this Section 7.1 will survive the payment or transfer of any Note, an Additional Purchaser the enforcement, amendment or waiver of any provision of this Guaranty, the Note Agreement, the Notes or the other holder in connection with its purchase Note Documents, and the termination of its Notes)this Guaranty.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company each Obligor will jointly and severally pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of Oaktree Capital Management, L.P. Note and Guaranty Agreement a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Agreement or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Agreement or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes; provided that (x) with respect to attorneys’ fees payable by the Obligors pursuant to this Section 16.1, the Obligors shall not be obligated to pay for the attorneys’ fees of more than one firm of special counsel (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively) and, to the extent that local or other counsel is reasonably required, the attorneys’ fees of no more than one firm of such local or other counsel (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively), and (y) with respect to financial advisors’ fees payable by the Obligors pursuant to this Section 16.1, the Obligors shall not be obligated to pay for financial advisors’ fees and related costs and expenses for more than one firm of financial advisors (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively), and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,000. The Company Each Obligor will pay, and will save hold each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note. Notwithstanding anything in this Agreement to the contrary, the Obligors shall not pay to any Purchaser any costs or expenses consisting of, nor hold any Purchaser harmless from, any income or other similar taxes payable by a Purchaser as a result of the transactions contemplated hereby.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees of a one special counsel for the Purchasers or any Additional Purchasers (providedand holders, that unless the Purchasers and/or the Additional Purchaserstaken as a whole, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or other counselcounsel in each applicable jurisdiction and/or one specialty counsel in each applicable specialty, for Purchasers and holders, taken as a whole) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions the execution of this Agreement, the Notes and the Note Guaranties on the date hereof and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Note Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Note Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Note Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one XXXXXX REALTY, L.P. NOTE PURCHASE AGREEMENT financial advisors’ feesadvisor for the Purchasers and the holders, taken as a whole, incurred in connection with the insolvency or bankruptcy of the General Partner, the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Note Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500 per series. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The 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, an Additional Purchaser or other holder in connection with its purchase of its 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; provided, that the Company shall have no obligation under this clause (iii) to the extent such obligation has resulted from (x) the gross negligence or willful misconduct of a Purchaser or (y) the material breach in bad faith of such Purchaser’s obligations hereunder.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees fees, costs and disbursements of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Agreement or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Agreement or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, and (b) 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 or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes; provided that, (cx) the with respect to attorneys’ fees, costs and expensesdisbursements payable by the Company pursuant to this §15.01, including without limitation reasonable the Company shall not be obligated to pay for the attorneys’ fees, costs and disbursements of more than one firm of special counsel (which firm shall be the Collateral Agent required firm retained to be paid by represent you, the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder Other Purchasers, and all other holders of a Note pursuant Notes collectively) and, to the Intercreditor Agreementextent that local or other counsel is reasonably required, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, costs and disbursements of preparingno more than one firm of such local or other counsel (which firm shall be the firm retained to represent you, recording the Other Purchasers, and filing all financing statementsother holders of Notes collectively), instruments and other documents (y) with respect to create, perfect and fully preserve and protect financial advisors’ fees payable by the Liens granted Company pursuant to this §15.01, the Security Documents Company shall not be obligated to pay for financial advisors’ fees and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the related costs and expenses incurred in connection with of more than one firm of financial advisors (which firm shall be the initial filing of this Agreement firm retained to represent you, the Other Purchasers, and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000other holders of Notes collectively). 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, NPA Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, NPA Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, NPA Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any NPA Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, provided that such costs and expenses under this clause (ec) 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 Public Service Company of New Mexico Note Purchase Agreement (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its 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 Obligors will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special Canadian counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists and a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special U.S. counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaserthe Purchasers, each Additional Purchaser and each other holder of a Note and the Collateral Agent in connection with such transactions transactions, with the perfection of the Liens in and in connection on the Collateral contemplated by the Security Documents and with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Notes or any Security Document the other Financing Documents (whether or not such amendment, waiver or consent becomes effective)) within 15 Business Days after any Obligor’s receipt of any invoice therefor, including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Notes or any Security Document the other Financing Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security Documentthe other Financing Documents, or by reason of being a holder of any Note, and all reasonable expenses incurred by each holder of a Note and the Collateral Agent incurred in connection with the preservation of any Lien or realization on or pursuit of remedies with respect to any Collateral following the occurrence and during the continuance of any Default or Event of Default, (b) the costs and expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company either Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the NotesFinancing Documents, and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500. The Company Obligors will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional such Purchaser or other holder in connection with its the purchase of its the Notes), and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special Canadian counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists and a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special U.S. counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaserthe Purchasers, each Additional Purchaser and each other holder of a Note and the Collateral Agent in connection with such transactions transactions, with the perfection of the Liens in and in connection on the Collateral contemplated by the Security Documents and with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Notes or any Security Document the other Financing Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Notes or any Security Document the other Financing Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security Documentthe other Financing Documents, or by reason of being a holder of any Note, and all reasonable expenses incurred by each holder of a Note and the Collateral Agent incurred in connection with the preservation of any Lien or realization on or pursuit of remedies with respect to any Collateral following the occurrence and during the continuance of any Default or Event of Default, and (b) the costs and expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company either Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000Financing Documents. 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, retained by a Purchaser, an Additional such Purchaser or other holder in connection with its the purchase of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser you and each other Other Purchaser or holder of a Note or Warrant in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplementthe Subsidiary Guaranty, the Warrants or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplementthe Subsidiary Guaranty, the Notes or any Security Document the Warrants or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplementthe Subsidiary Guaranty, the Notes or any Security Document, the Warrants or by reason of being a holder of any Note, and (b) the reasonable costs and expenses, including financial advisors’ fees' fees and reasonable attorneys' fees of one counsel to all 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 or restructuring of the transactions contemplated hereby, by any Supplement the Subsidiary Guaranty and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000. The Company will pay, and will save each Purchaser you and each other holder of a Note or Warrant 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, an Additional Purchaser or other holder in connection with its purchase of its Notesyou).

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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; , provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500. If required by the NAIC, the Issuer shall obtain and maintain at its own cost and expense a Legal Entity Identifier. The Company Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are any proposed restructuring transaction under this Section 16 is consummated, the Company will original Owner Participant shall pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only cause to be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (apaid) the reasonable costs and expenses incurred by all parties in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, connection therewith and shall pay the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued reasonable costs and expenses of the Rating Agencies in connection with this Agreementobtaining the confirmations referred to in Section 16.2.2; PROVIDED, any Supplementthat, the Notes or any Security Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred only 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 herebya consummated transaction (unless Lessee shall have, by any Supplement and by the Notesfailing to act in good faith, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required caused a transaction not to be paid by the Company consummated), Lessee shall pay or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent reimburse such original Owner Participant for the benefit original Owner Participant's reasonable estimate of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses that would have been incurred by all parties if the Transactions had been restructured as a head-lease/sublease transaction in connection with which the initial filing original Owner Participant, or an Affiliate or designee thereof, were the head-lessee/sublessor and Lessee were the sublessee. EXHIBIT E to NOTE PURCHASE AGREEMENT Section 6.2 may be amended to delete Section 6.2.9 in its entirety. EXHIBIT F TO NOTE PURCHASE AGREEMENT (a) As between the Note Holders, this Trust Indenture shall be a subordination agreement for purposes of this Agreement and all related documents and financial information with the SVO; providedXxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, that such costs and expenses under this clause as amended from time to time. (eb) shall not exceed $5,000. The Company will pay, and will save each Purchaser and each other holder of a If any Note harmless from, all claims Holder receives any payment in respect of any feesobligations owing hereunder, costs or expenseswhich is subsequently invalidated, if anydeclared preferential, of brokers and finders (other than thoseset aside and/or required to be repaid to a trustee, if any, retained by a Purchaser, an Additional Purchaser receiver or other holder party, then, to the extent of such payment, such obligations intended to be satisfied shall be revived and continue in connection full force and effect as if such payment had not been received. (c) Each of the Note Holders may take any of the following actions without impairing its rights under this Trust Indenture: (i) obtain a Lien on any property to secure any amounts owing to it hereunder, (ii) obtain the primary or secondary obligation of any other obligor with its purchase respect to any amounts owing to it hereunder, (iii) renew, extend, increase, alter or exchange any amounts owing to it hereunder, or release or compromise any obligation of its Notes).any obligor with respect thereto, (iv) refrain from exercising any right or remedy, or delay in exercising such right or remedy, which it may have, or (v) take any other action which might discharge a subordinated party or a surety under applicable law;

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees of a one special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasersand holders of Notes, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) whole and, if reasonably required by the Required Holders, one local or other counselcounsel in each applicable jurisdiction and/or one specialty counsel in any applicable specialty) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Springing Parent Guaranty, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Springing Parent Guaranty, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Springing Parent Guaranty, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including the fees of one financial advisors’ feesadvisor for the Purchasers and holders of the Notes, as a whole, incurred in connection with the insolvency or bankruptcy of the Parent, the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and by the Notes, by the Springing Parent Guaranty or by any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0005,600; provided that if there is a conflict of interest between any Purchaser or holder of a Note and one or more other Purchasers and holders of Notes, the Company will pay the reasonable and documented out-of-pocket costs and expenses of a separate counsel and a separate financial advisor for each such conflicted Purchaser or holder of a Note. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (2) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Affiliate Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Affiliate Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Affiliate Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Affiliate Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500. The Company Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (ii) any and all wire transfer fees that the Issuer’s bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not The Company shall pay, and hold each Purchaser and (only as set forth below) all holders of Notes harmless against liability for the payment of, and reimburse on demand as and when incurred from and against, (i) all reasonable out-of-pocket costs and expenses incurred by each Purchaser in connection with its due diligence review of the Company and its Subsidiaries, the preparation, negotiation and execution of this Agreement, the Notes and the agreements contemplated hereby and thereby, and the consummation of all of the transactions contemplated hereby are consummated, the Company will pay and thereby (including all reasonable fees and expenses of legal counsel, environmental consultants and accountants), which costs and expenses (including reasonable attorneys’ fees of a special counsel for shall be payable at the Closing; provided that the Purchasers or any Additional Purchasers (provided, that unless shall retain no more than one counsel to represent the Purchasers and/or in connection with the Additional transactions contemplated to be consummated on the Closing date, and the Company shall be obligated to pay not more than $200,000 with respect to fees and expenses incurred by the Purchasers, as applicablea whole, determine that there exists a conflict of interest amongst in connection with the Purchasers and/or Additional Purchaserstransactions contemplated to be consummated on the Closing Date, as the case may be, the Company shall only be required to pay the (ii) all reasonable out-of-pocket fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) and expenses incurred by each Purchaser, each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with respect to any amendments, amendments or waivers (whether or consents not the same become effective) under or in respect of this Agreement, any Supplement, the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy each of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Financing Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes other agreements and the other parties party to the Intercreditor Agreement instruments contemplated hereby and thereby (e) the costs and including all expenses incurred in connection with any proposed merger, sale or recapitalization of the initial Company), (iii) all recording and filing fees, stamp and other taxes which may be payable by each Purchaser or any holders of Notes in respect of the execution and delivery of this Agreement or the issuance, delivery or acquisition of any Notes, and all related documents and financial information with (iv) the SVO; provided, that such costs reasonable out-of-pocket fees and expenses incurred by each Purchaser or any holders of Notes with respect to the enforcement of the rights granted under this clause Agreement, the Notes, the other Financing Documents and the agreements or instruments contemplated hereby and thereby (e) shall not exceed $5,000including reasonable out-of-pocket costs of collection). The If the Company will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of fails to pay when due any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional amounts due any Purchaser or other holder of Notes, or fails to comply with any of its obligations pursuant to this Agreement or any other agreement, document or instrument executed or delivered in connection herewith, the Company shall, upon demand by such Purchaser or such other holder, pay to such Purchaser or such holder such further amounts as shall be sufficient to cover the reasonable out-of-pocket costs and expenses (including, but not limited to reasonable attorneys’ fees) incurred by or on behalf of such Purchaser or such other holder in collecting all such amounts due or in otherwise enforcing such Purchaser’s or such other holder’s rights and remedies hereunder. The Company also agrees to pay to each Purchaser and the other holders all reasonable out-of-pocket costs and expenses incurred by it, including reasonable compensation to its attorneys for all services rendered, in connection with its purchase the enforcement of its Notes)rights hereunder or under the other Financing Documents. Notwithstanding the provision of this Section 16.1, the Company shall not be liable to any Purchaser for the payment of any costs or expenses incurred by any Purchaser in connection with an assignment of its rights hereunder.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable and properly documented out-of-pocket costs and expenses (including reasonable and properly documented attorneys’ fees of a one special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser and each other or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Notes or any Security Financing Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Notes or any Security Financing Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security Financing Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent or any Subsidiary or in connection with any work-out or restructuring of UNITED STATIONERS SUPPLY CO. Note Purchase Agreement the transactions contemplated hereby, by any Supplement and by the Notes, by the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement and the Collateral Documents and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ feesnot in excess of $3,000, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000. The Company will pay, and will save each Purchaser and each other 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a one special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder the holders of a Note Notes in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Notes or any Security Document the Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Notes or any Security Document the Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, any Supplement, the Notes or any Security Documentthe Subsidiary Guaranty, or by reason of being a holder of any Note, (b) the 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 or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, or by the Subsidiary Guaranty, and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the 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 (e) 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, an Additional Purchaser or other holder in connection with its purchase of its Notesthe Purchasers).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuers will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser and each other or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Subsidiary Guarantee or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Subsidiary Guarantee or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes Subsidiary Guarantee or any Security Documentthe Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, (c) provided, however, that the fees, costs and expenses, including without limitation Issuers shall only be liable under this Section 15.1 for the reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder attorney’s fees of a Note pursuant to the Intercreditor Agreementsingle special counsel and, (d) the costs and expensesif reasonably required, including without limitation reasonable attorneys’ feesa single local counsel in each jurisdiction where any Issuer or Subsidiary Guarantor conducts business, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights in each case acting on behalf of the holders of Notes as a group, unless, in the reasonable judgment of any holder of Notes or a conflict exists between such holder of the Collateral Agent for the benefit of the holders of the Notes and any other holder of Notes, in which event the other parties party Issuers shall be obligated to pay the Intercreditor Agreement and (e) the costs fees 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 (e) additional counsel or counsels as shall not exceed $5,000be necessary to eliminate such conflict. The Company Issuers will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a any Purchaser, an Additional Purchaser or other holder in connection with its purchase of 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplementthe Notes, the Notes BGC Partners Guaranty, the CFLP Guaranty or any Security Document Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplementthe Notes, the Notes BGC Partners Guaranty, the CFLP Guaranty or any Security Document Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplementthe Notes, the Notes BGC Partners Guaranty, the CFLP Guaranty or any Security DocumentSubsidiary Guaranty, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of BGC Partners, CFLP, the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and by the Notes, (c) the feesBGC Partners Guaranty, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid CFLP Guaranty or by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) 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, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Guaranty Agreement or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Guaranty Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Guaranty Agreement or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor any Guaranty Agreement and (ec) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) 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, an Additional Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank 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. 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 resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company; provided that such indemnity shall not, as to any Purchaser or holder of a Note, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Purchaser or holder.

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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Affiliate Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Affiliate Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Affiliate Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent, the Issuer or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Affiliate Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0005,000 per series of Note. The Company Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (ii) any and all wire transfer fees that the Issuer’s bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees of a one law firm acting as special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions (provided that the Company shall not be required to reimburse the Purchasers for expenses (other than fees and expenses of the Purchasers’ special counsel) incurred on or prior to the date of Closing in excess of $10,000 in the aggregate) and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Guaranty Agreement or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Guaranty Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes Guaranty Agreement or any Security Documentthe Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent, the Company, Care GP or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Guaranty Agreement and (ec) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, SVO provided that such costs and expenses under this clause (ec) shall not exceed $5,0001,500. 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, an Additional Purchaser or other holder in connection with its purchase of its 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 (x) the reasonable fees, charges and disbursements of Pillsbury Wintxxxx Xxxx Xxxxxxx, XXP, special counsel to the Purchasers, to the extent reflected in a statement of such counsel rendered to the Company as soon as practicable after the Closing and (y) all reasonable costs and expenses (including reasonable attorneys’ fees of a single special counsel for to all of the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, single local or other counselcounsel in any relevant jurisdiction hired for all of the Purchasers) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, cost of the Collateral Agent required to be paid obtaining Private Placement Numbers issued by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000S&P Global Market Intelligence’s CUSIP Global Services. 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent Guarantor, the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) 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, an Additional Purchaser or other holder in connection with its purchase of its the Notes).) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note. Terreno Realty LLC 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required HoldersHolders or the Notes Administrative Agent or the Security Trustee, as applicable, local or other counselcounsel for each such party) incurred by each Purchaserthe Purchasers, each Additional Purchaser and each other holder of a Note Note, the Notes Administrative Agent, the Registrar, the Security Trustee and the Paying Agent in connection with such transactions and the Financing Documents and in connection with with: (a) the preparation, negotiation, execution and delivery of the Financing Documents, the satisfaction of (or any deferral or waiver of) each of the conditions specified in Section 4, the Closing and satisfaction of the requirements specified in Section 9.60 (provided that such costs and expenses shall be subject to a cap of USD600,000 plus the cost and expenses of (i) special counsel (other than Milbank LLP in its capacity as Purchaser's special counsel) and (ii) the Notes Administrative Agent, the Registrar, the Security Trustee, the Paying Agent and its special counsel); (b) the administration of and any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Notes or any Security Financing Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ai) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Notes or any Security Financing Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security Financing Document, or by reason of being a holder of any Note, the Notes Administrative Agent, the Registrar, the Security Trustee or the Paying Agent hereunder, (bii) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary Obligor or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and hereby and/or by the Notesother Financing Documents, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (eiii) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; providedSVO and (iv) the fees, that such costs and expenses under this clause incurred by the Notes Administrative Agent, the Registrar, the Security Trustee, the Paying Agent and its special counsel. (ec) If required by the NAIC, the Company shall not exceed $5,000obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will indemnify, pay, and will save and hold each Purchaser and Purchaser, each other holder of a Note Note, the Notes Administrative Agent (and any sub-agent thereof), the Security Trustee, the Paying Agent and the Registrar harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its 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 loss, judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys' fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the execution or delivery of this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or their respective obligations hereunder or thereunder, or the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500 for each series of Notes. The Company Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Subsidiary Guaranty Agreement or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Subsidiary Guaranty Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes Subsidiary Guaranty Agreement or any Security Documentthe Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement the Notes and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Guaranty Agreement and (ec) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) 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 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, an Additional Purchaser or other holder in connection with its purchase of its the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for (reasonably acceptable to each Purchaser, any Additional Purchaser and each other holder of a Note) for, collectively, the Purchasers or any (and Additional Purchasers (providedunder any Supplement) and each other holder of a Note, that unless the Purchasers and/or the Additional Purchaserstaken as a whole, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or counsel (reasonably acceptable to each Purchaser, any Additional Purchaser and each other counselholder of a Note) in each relevant jurisdiction for all such holders, taken as a whole) incurred by each Purchaserthe Purchasers, each the Additional Purchaser Purchasers, if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the 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 or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; , provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500 per tranche. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser and an Additional Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes)., and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers, the Additional Purchasers, if any, and each other holder of a Note, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any Note by such Purchaser, Additional Purchaser or such holder of a Note or (y) a claim between a Purchaser and an Additional Purchaser, or holder of a Note, on the one hand, and any other Purchaser, Additional Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Company and/or its Affiliates). Notwithstanding anything to the contrary, the Company shall not be liable to a Purchaser and an Additional Purchaser, or holder of a Note for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of the transactions contemplated hereunder or under the Subsidiary Guaranty or any Note asserted by a Purchaser and an Additional Purchaser, or a holder of a Note against the Company or any of its Affiliates. X. XXXX XXXXX OHA SELECT PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company each Obligor will jointly and severally pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Agreement or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Agreement or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes; provided that (x) with respect to attorneys’ fees payable by the Obligors pursuant to this Section 16.1, the Obligors shall not be obligated to pay for the Oaktree Capital Management, L.P. Note and Guaranty Agreement attorneys’ fees of more than one firm of special counsel (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively) and, to the extent that local or other counsel is reasonably required, the attorneys’ fees of no more than one firm of such local or other counsel (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively), and (y) with respect to financial advisors’ fees payable by the Obligors pursuant to this Section 16.1, the Obligors shall not be obligated to pay for financial advisors’ fees and related costs and expenses for more than one firm of financial advisors (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively), and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,000. The Company Each Obligor will pay, and will save hold each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note. Notwithstanding anything in this Agreement to the contrary, the Obligors shall not pay to any Purchaser any costs or expenses consisting of, nor hold any Purchaser harmless from, any income or other similar taxes payable by a Purchaser as a result of the transactions contemplated hereby.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Additional Guarantor agrees that it will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser and each other holder of a Note any Noteholder in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any SupplementGuaranty, the Purchase Agreement or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any SupplementGuaranty, the Purchase Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any SupplementGuaranty, the Notes Purchase Agreement or any Security Documentthe Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Additional Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000. The Company Additional 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, those retained by a Purchaserany such holder). The obligations of Additional Guarantor under this Section 9 will survive the payment or transfer of any Note, an Additional Purchaser the enforcement, amendment or other holder in connection with its purchase waiver of its any provision of this Guaranty, the Purchase Agreement or the Notes), and the termination of this Guaranty.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent Corporation and the Company will jointly and severally agree to pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the ' fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Notes or any Security Document the Constituent Company Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Notes or any Security Document the Constituent Company Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security Documentthe Constituent Company Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Parent Corporation or any Subsidiary, (including, without limitation, the Company or any Subsidiary Constituent Company Guarantor) or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and hereby or by the Notes, Notes or the Constituent Company Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred fees payable in connection with the initial filing of this Agreement and all related documents and financial information with the Securities Valuation Office of the National Association of Insurance Commissioners (the "SVO; provided, that such costs ") and expenses under all subsequent annual and interim filings of documents and financial information related to this clause (e) shall not exceed $5,000Agreement with the SVO or any successor organization acceding to the authority thereof. The Parent Corporation and the Company will jointly and severally agree to pay, and will to save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplementthe Other Agreements, the Notes Notes, \the Trust Guaranty, the Subordination Agreement or any Security Subsidiary Guaranty\or any Financing Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplementthe Other Agreements, the Notes Notes, \the Trust Guaranty, the Subordination Agreement or any Security Document Subsidiary Guaranty\or any Financing Document, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplementthe Other Agreements, the Notes Notes, \the Trust Guaranty, the Subordination Agreement or any Security Subsidiary Guaranty\or any Financing Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company \Trust, the \Company or any any\ Restricted\ Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and by the Notes, \by the Trust Guaranty, by the Subordination Agreement or any Subsidiary Guaranty,\or any Financing Document, and (c) the fees, fees and costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO; providedSecurities Valuation Office of the National Association of Insurance Commissioners or any successor organizations succeeding to the authority thereof\, that such and (d) the costs and expenses under this clause (e) shall not exceed $5,000. of the holders of the Notes incurred in connection with any Reorganization or any amendment or waiver required in connection therewith, including the fees and expenses of their special counsel\. 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the NotesNotes and any Subsidiary Guaranty, and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, provided that such costs and expenses under this clause (ec) shall not exceed $5,000[__________].60 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, an Additional Purchaser or other holder in connection with its purchase of its 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 and documented costs and expenses (including reasonable and documented attorneys’ fees of a one special counsel for the Purchasers or any Additional Purchasers (providedand holders, that unless the Purchasers and/or the Additional Purchaserstaken as a whole, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or other counselcounsel in each applicable jurisdiction and/or one specialty counsel in each applicable specialty, for Purchasers and holders, taken as a whole) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions the execution of this Agreement, the Notes and the Note Guaranties on the date hereof and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Note Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Note Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Note Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisors’ feesadvisor for the Purchasers and the holders, taken as a whole, incurred in connection with the insolvency or bankruptcy of the General Partner, the Company or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Note Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (ec) 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 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, an Additional Purchaser or other holder in connection with its purchase of its 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; provided, that the Company shall have no obligation under this clause (iii) to the extent such obligation has resulted from (x) the gross negligence or willful misconduct of a Purchaser or (y) the material breach in bad faith of such Purchaser’s obligations hereunder.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, supplements, waivers or consents under or in respect of this Agreement, any Supplement, the Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes Subsidiary Guaranty or any Security Documentthe Notes, or by reason of being a holder of any Note, (b) the costs and MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement 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, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement Subsidiary Guaranty and (ec) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0003,500 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaseryou or any of the Other Purchasers, each Additional Purchaser and each other or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplementthe Notes, the Notes Parent Guaranty, the Subsidiary Guaranty or any Security Document Subordination Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplementthe Notes, the Notes Parent Guaranty, the Subsidiary Guaranty or any Security Document Subordination Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplementthe Notes, the Notes Parent Guaranty, the Subsidiary Guaranty or any Security DocumentSubordination Agreement, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Fund, the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and by the Notes, by the Parent Guaranty, the Subsidiary Guaranty or by any Subordination Agreement and (c) the fees, fees and costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO; provided, provided that such costs and expenses under this clause (ec) 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Notes or any Security Financing Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreementany Financing Document (including, without limitation, any Supplement, such costs and expenses of the holders of Notes or any Security Document collateral agent acting on their behalf in connection with any enforcement of or realization against any collateral securing the obligations of the Company and the Subsidiary Guarantors under the Financing Documents) or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security Financing Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and by the Notes, Financing Documents and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with (i) a merger, consolidation or similar transaction, (ii) the initial filing delivery of this Agreement and all related documents and financial information with a Subsidiary Guaranty (or joinder thereof) pursuant to Section 10.7, (iii) the SVO; provided, that such costs and expenses under this clause delivery of any additional Security Document or (eiv) shall not exceed $5,000the release of any Subsidiary Guarantor pursuant to Section 22. The Company will pay, and will save you and each Other 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, an Additional any Purchaser or other holder in connection holder) incurred with its purchase respect to the issuance and sale of its Notes)the Notes or the transactions contemplated hereby.”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) 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, an Additional Purchaser or other holder in connection with its purchase of its 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 but limited to reasonable, documented and invoiced attorneys’ fees of a one special counsel for all of the Purchasers or any Additional Purchasers and each other holder of a Note (provided, that unless there is a conflict preventing one counsel from representing all the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicableand such holders) and, if reasonably required by the Required Holders, local or other counselcounsel in each relevant jurisdiction) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplementthe Notes, the Notes Subsidiary Guaranty, the Intercreditor Agreement or any Security other Transaction Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: limitation (but subject to the limitation on attorneys’ fees above): (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend or cause the Collateral Agent to enforce or defend) any rights under this Agreement, any Supplementthe Notes, the Notes Subsidiary Guaranty, the Intercreditor Agreement or any Security other Transaction Document (including, without limitation, to protect, collect, lease, sell, take possession of, release or liquidate any of the Collateral) or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplementthe Notes, the Notes Subsidiary Guaranty, the Intercreditor Agreement or any Security other Transaction Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the NotesNotes and the Subsidiary Guaranty, (c) the fees, all costs and expenses, including without limitation reasonable reasonable, documented and invoiced attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to in the Security Collateral Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders holders, (d) the fees, costs and expenses of the Notes and the other parties party to the Intercreditor Agreement Collateral Agent and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO of the NAIC, provided, that such costs and expenses under this clause (e) shall not exceed $5,0003,000 per series. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The 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, an Additional Purchaser or other holder in connection with its purchase of its 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 a one special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Notes or any Security Document Guaranty Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Notes or any Security Document Guaranty Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security Document, Guaranty Agreement or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the NotesNotes and any Guaranty Agreement, and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; , provided, that such costs and expenses under this clause (ec) 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, an Additional Purchaser or other holder in connection with its purchase of its 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, provided that such indemnity shall not, as to any Purchaser or other holder (each an “Indemnitee”), be available to the extent that judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (x) arises from a dispute that does not involve any action or omission by the Company or any of its Affiliates and is solely among the Indemnitees or (y) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or, pursuant to a claim brought by the Company against such Indemnitee, for breach in bad faith of such Indemnitee’s material obligations hereunder.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) 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 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, an Additional Purchaser or other holder in connection with its purchase of its the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0005,500 for each series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The 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, an Additional Purchaser or other holder in connection with its purchase of its 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 and documented costs and expenses (including reasonable and documented attorneys’ fees of a one special counsel for the Purchasers or any Additional Purchasers (provided, that unless and holders of the Purchasers and/or the Additional PurchasersNotes, as applicablea whole, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, one local or other counselcounsel in each applicable jurisdiction and/or one specialty counsel in any applicable specialty) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Guaranty Agreement or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Guaranty Agreement or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Guaranty Agreement or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisors’ feesadvisor for all of Purchasers and the holders of the Notes, as a whole, incurred in connection with the insolvency or bankruptcy of Xxxxxx REIT, the Company or any Subsidiary or -42- in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor any Guaranty Agreement and (ec) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0004,500; provided that if there is a conflict of interest between any Purchaser or holder of a Note and one or more other Purchasers and holders of Notes, the Company will pay the reasonable and documented out-of-pocket costs and expenses of a separate counsel and/or a separate financial advisor for each group of similarly situated conflicted Purchasers or holders of Notes. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (2) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, the Notes or any Security Document Financing Agreements (including the Notes) (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Notes or any Security Document Financing Agreements (including the Notes) or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security DocumentFinancing Agreements (including the Notes), or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement by any Subsidiary Guarantee and (ec) the costs and expenses incurred -45- 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 (ec) shall not exceed $5,000. The Company Obligors will pay, and will save each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes). The Parent Guarantor agrees to pay all stamp, documentary or similar taxes or fees which may be payable in respect of the execution and delivery (but not the transfer of any Notes) or the enforcement of the Financing Agreements (including any Note) or any Subsidiary Guarantee in the United States or The Netherlands or of any amendment of, or waiver or consent under or with respect to, the Financing Agreements (including any Notes) or any Subsidiary Guarantee, and to pay any value added tax due and payable in respect of reimbursement of costs and expenses by the Parent Guarantor pursuant to this Section 16, except for the value added tax that is recoverable or refundable for the parts to be reimbursed, and will save each holder of a Note to the extent permitted by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax or fee required to be paid by the Parent Guarantor hereunder.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable and documented attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, ; (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, provided that such costs and expenses under this clause (ec) shall not exceed $5,0005,600. 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, (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, an Additional Purchaser or other holder in connection with its purchase of its the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the 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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional the Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Subsidiary Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Subsidiary Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,000. The Company will pay, and will save each the Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional the Purchaser or other holder in connection with its purchase of its the Notes).) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note. Gas Natural Inc. Note Purchase Agreement

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 a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Affiliate Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Affiliate Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Affiliate Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent, the Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Affiliate Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,0005,000 per Series of Notes. The Company Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (ii) any and all wire transfer fees that the Issuer’s bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions issue and sale of the Notes contemplated hereby are consummated, the Company will agrees to pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of a your special counsel for the Purchasers referred to in Section 4.4) incurred by you and each Other Purchaser or any Additional Purchasers holder of a Note in connection with such issue and sale and all costs and expenses (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the including reasonable attorneys' fees of one firm of your special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by each Purchaser, each Additional Purchaser you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents requested by the Company or the Parent under or in respect of this Agreement, any Supplement, the Notes or any Security Document Subsidiary Guarantee (whether or not such amendment, waiver or consent becomes effective). In addition, including, without limitation: the Company agrees to pay (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, the Notes or any Security Document Subsidiary Guarantee or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, the Notes or any Security DocumentSubsidiary Guarantee, or by reason of being a holder of any Note, and (b) 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 or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (e) shall not exceed $5,000. The Company will agrees to pay, and will to save each Purchaser you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders retained by either the Company, the Parent or any other member of the Group in connection with the transactions contemplated hereby. The holders of Notes shall retain a single legal counsel in each relevant jurisdiction to assist them, provided that if any holder or any group of holders in good faith determines that its interests differ from those of the other holders, then such holder or group shall be entitled to retain separate counsel at the expense of the Company. In furtherance of the foregoing, on the date of the Closing the Company will pay or cause to be paid the reasonable fees and disbursements (other than thoseincluding estimated unposted disbursements as of the date of the Closing) of your special counsel which are reflected in the statements of such counsel submitted to the Company at least one Business Day prior to the date of the Closing. The Company will also pay, promptly upon receipt of supplemental statements therefor, reasonable additional fees, if any, retained by a Purchaser, an Additional Purchaser or other holder and disbursements of such counsel in connection with its purchase the transactions hereby contemplated (including disbursements unposted as of its Notesthe date of the Closing to the extent such disbursements exceed estimated disbursements paid as aforesaid).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers (provided, that unless the Purchasers and/or the Additional Purchasers, as applicable, determine that there exists a conflict of interest amongst the Purchasers and/or Additional Purchasers, as the case may be, the Company shall only be required to pay the fees of one firm of special counsel acting for the Purchasers and/or the Additional Purchasers, as applicable) and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser, each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Supplement, Affiliate Guaranty or the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Supplement, Affiliate Guaranty or the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement, Affiliate Guaranty or the Notes or any Security DocumentNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent, the Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement hereby and by the Notes, Notes and any Affiliate Guaranty and (c) the fees, costs and expenses, including without limitation reasonable attorneys’ fees, of the Collateral Agent required to be paid by the Company or any Subsidiary pursuant to any Security Document or required to be reimbursed by any holder of a Note pursuant to the Intercreditor Agreement, (d) the costs and expenses, including without limitation reasonable attorneys’ fees, of preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted pursuant to the Security Documents and the rights of the holders of the Notes or of the Collateral Agent for the benefit of the holders of the Notes and the other parties party to the Intercreditor Agreement and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; SVO provided, that such costs and expenses under this clause (ec) shall not exceed $5,000. The Company Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of its the Notes)) and (ii) any and all wire transfer fees that the Issuer’s bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.