Common use of Transaction Expenses Clause in Contracts

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of one special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty or the Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty or the Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty or the 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 or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company will pay, and will save you and each Other Purchaser or holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable and invoiced costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Parent Guaranty or the 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 or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty Notes and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 per Series of Notes. The Company will pay, and will save you MetLife, each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes). On the date hereof, the Company shall have paid the reasonable, documented and invoiced fees and disbursements of MetLife’s special counsel, Xxxxxx, Xxxxx & Xxxxxxx LLP, as evidenced by a statement of such counsel rendered to the Company at least one Business Day prior to the date hereof.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders, local or other counsel) incurred by you each Purchaser, each Additional Purchaser and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty any Supplement or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty any Supplement or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement or the Notes, the Parent Guaranty or the Subsidiary Guaranty, 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, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company will pay, and will save you each Purchaser, each Additional Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other another holder in connection with its purchase of the its Notes). Notwithstanding the foregoing, on the Closing Date, the Company will be required only to pay the attorneys’ fees of a single special counsel acting for all of the Purchasers.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent Obligors will pay reasonable attorneys’ fees of one special counsel referred to in Section 4.7 for the Purchasers or any Additional Purchasers and, if reasonably required by any Additional Purchasers, one local counsel selected by such Additional Purchasers. In addition, the Company Obligors will pay all costs fees and expenses (of the Purchasers, any Additional Purchasers and any other holder of a Note, including reasonable attorneys’ fees of one special counsel for the holders of the Notes and, if reasonably required by the Required Holders, one local or other counsel) incurred counsel for the Holders of the Notes selected by you and each Other Purchaser or holder of a Note in connection with such transactions and Required Holders, in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Agreement (including any Supplement) or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Agreement (including any Supplement) or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement (including any Supplement) or the Notes, the Parent Guaranty or the Subsidiary Guaranty, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company an Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company Obligors will pay, and will save you each Purchaser, each Additional Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the each Company will jointly and severally pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you and the Purchasers, each Other Purchaser or other holder of a Note and the Collateral Agent in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty any other Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty other Note Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guarantyother Note Documents, 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 any Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Parent Guaranty Notes and the Subsidiary Guaranty other Note Documents, and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Each Company will jointly and severally pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one firm of attorneys as special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you and each Other Purchaser or holder the purchasers of a Note the Notes in connection with such transactions the initial issuance and sale of the Notes hereunder and all costs and expenses (including reasonable attorneys' fees of one firm of attorneys as special counsel) incurred by the holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Parent Guaranty or the 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 or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the fees and 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 SVOSecurities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof. The Company will pay, and will save you and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notesyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel, provided that any such counsel shall represent all of the holders) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent any Guaranty Agreement or the Subsidiary Guaranty Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent any Guaranty Agreement or the Subsidiary Guaranty Intercreditor Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent any Guaranty Agreement or the Subsidiary GuarantyIntercreditor Agreement, 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, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company will pay, and will save you and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notesyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions (including, without limitation, the transactions contemplated by paragraphs 5J and 5K) and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty Notes or any other Note Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty Notes or any other Note Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary GuarantyNotes or any other Note Documents, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, Notes and by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOother Note Documents. The Company will pay, and will save you and each Other Purchaser or other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than thosethose retained by you), (ii) all initial and ongoing fees and all expenses of the Collateral Agent and (iii) all liabilities in respect of any filing, recording and other similar fees or expenses, or any stamp, documentary, recording and other similar taxes, if any, retained by a Purchaser which may be payable or which may be determined to be payable with respect to the execution, delivery, filing, recording, or enforcement of this Agreement, the Notes or the other holder in connection with its purchase of the Notes)Note Documents.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will The Guarantor agrees to pay all costs and expenses (including reasonable attorneys’ ' fees of one a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by you each Note Holder and each Other Purchaser or 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 AgreementGuaranty, the Notes, the Parent Guaranty Note Agreement or the Subsidiary Guaranty other Note Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ai) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreementunder, the Notes, the Parent Guaranty or the Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with with, this AgreementGuaranty, the Notes, the Parent Guaranty Note Agreement or the Subsidiary Guarantyother Note Documents or any transaction 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 the Notes, by the Parent Guaranty Note Agreement and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOother Note Documents. The Company Guarantor will pay, and will save you and each Other Purchaser or holder of a Note Holder harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase Note Holder). The obligations of the Notes)Guarantor under this Section 7.1 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Guaranty, the Note Agreement, the Notes or the other Note Documents, and the termination of this Guaranty.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees of one special counsel and, if reasonably required by the Required HoldersHolders in connection with any amendment, waiver or consent, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Parent Guaranty or the 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 or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty Notes and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000 per series of Notes. The Company will pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notesany Subsidiary Guaranty, the Parent Guaranty or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notesany Subsidiary Guaranty, the Parent Guaranty or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty, or the Notes, the Parent Guaranty or the Subsidiary Guaranty, or by reason of being a holder of any Note, and (b) the 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 herebyhereby or by any Subsidiary Guaranty, and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company will pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummatedconsummated or any Notes are issued hereunder, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty any guaranty thereof (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty any guaranty thereof or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guarantyany guaranty thereof, 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, hereby and by the Notes, by the Parent Guaranty Notes and the Subsidiary Guaranty any guaranty thereof and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company will pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the The Company will pay pay, in accordance with the Confirmation Order, within 15 days after each demand therefor (such demand to be accompanied by supporting documentation in reasonable detail), (a) all of the costs and expenses incurred by the Purchasers and each other holder of a Note (including including, without limitation, reasonable attorneys’ ' fees of one a special counsel and, if reasonably required by the Required Holdersrequired, local or other counselappropriate counsel for the Purchasers) in connection with the preparation, execution and delivery of this Agreement and the other Note Documents, (b) all of the costs and expenses incurred by you the Purchasers and each Other Purchaser or other holder of a Note (including, without limitation, reasonable attorneys' fees of a special counsel and if reasonably required, local or other appropriate counsel for the Purchasers) in connection with such transactions the administration and in connection with any enforcement of this Agreement and the other Note Documents, and (c) all of the amendments, waivers or consents under or in respect of this Agreement, Agreement or any of the Notes, the Parent Guaranty or the Subsidiary Guaranty other Note Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ai) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement or any of the Notes, the Parent Guaranty or the Subsidiary Guaranty other Note Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement or any of the other Note Documents, the Notes, the Parent Guaranty or the Subsidiary Guaranty, or by reason of being a holder of any Note, and (bii) the reasonable costs and expensesexpenses (including, including without limitation, financial advisors’ ' fees, ) incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out out, renegotiation or restructuring of any of the transactions contemplated hereby, hereby or by the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOother Note Documents. The Company will pay, and will save you the Purchasers and each Other Purchaser or other holder of a Note the Notes harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser the Purchasers or other holder in connection with its purchase of the Notesany such holder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other special regulatory counsel, which, in each case, shall be no more than one law firm) incurred by you the Collateral Agent, the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents requested by the Company under or in respect of this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty any other Financing Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses reasonably incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this AgreementAgreement , the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty any other Financing Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guarantyany other 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 the Parent or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty Notes and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, that such costs and expenses under this clause (c) shall not exceed $7,500. The Company will pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether 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 Parent or Issuer and the Company will pay Collateral Agent) and the holders of the Notes for all costs reasonable fees and expenses (including reasonable attorneys’ fees of one special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty or the Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing connection with the enforcement or defending (or determining whether or how to enforce or defend) protection of any rights or remedies under this AgreementAgreement or the other Note Documents; provided, that (x) with respect to attorneys’ fees payable by the Issuer pursuant to this Section 16.1, the NotesIssuer shall not be obligated to pay for the attorneys’ fees of more than one firm of special counsel to the Collateral Agent, one firm of special counsel to the Purchasers and all other holders of the Notes collectively, and, to the extent that local or other counsel is reasonably required, the Parent Guaranty 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 Subsidiary Guaranty or in responding firm retained to represent the Purchasers and all other holders of Notes collectively), and (y) with respect to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty or the 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 any Transaction Entity or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby payable by the NotesIssuer pursuant to this Section 16.1, by the Parent Guaranty Issuer shall not be obligated to pay for financial advisors’ fees and the Subsidiary Guaranty and (c) the related costs and expenses, not in excess expenses for more than one firm of $3,000, incurred in connection with 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 SVOother holders of Notes collectively). The Company Issuer will pay, and will save you hold the Collateral Agent, each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes). 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 Parent or the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions (being only the fees of Chapman and Cutler in connection with the original issuance of the Notxx) xxx in cxxxxxxion with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary GuarantyNotes, 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 the Notes, Guaranty Agreement and by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVONotes. The Company will pay, and will save you each Purchaser and each Other Purchaser or 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 any Purchaser or other holder in connection holder) incurred with its purchase respect to the issuance and sale of the Notes)Notes or the transactions contemplated hereby.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the each Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or holder of a Note other Holder in connection with such transactions and in connection with any amendments, waivers waivers, consents, restructurings or consents workouts under or in respect of this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty any other Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty any other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guarantyany other Note Document, or by reason of being a holder of any NoteHolder, (b) the costs and expenses incurred by the Collateral Agent or Required Holders in connection with any appraisals, field examinations, collateral analysis or monitoring or other business analysis conducted by outside Persons in connection with this Agreement and the other Note Documents (it being understood that the Companies shall not be responsible for more than (i) one (1) appraisal of Inventory during such year unless an Event of Default has occurred and is continuing, in which case each Company shall be responsible for such appraisals of Inventory as the Required Holders may request; and (ii) three (3) field examinations during such year unless an Event of Default has occurred and is continuing, in which case each Company shall be responsible for such field examinations as the Required Holders may request), or to the extent that the Companies do not maintain the insurance policies required hereunder, the cost incurred by the Collateral Agent or Holders in obtaining such insurance, (c) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the any Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notesother Note Documents, by the Parent Guaranty and the Subsidiary Guaranty and (cd) the costs and expenses, not in excess of $3,000, 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 (d) shall not exceed $3,500. The Each Company will pay, and will save you each Purchaser and each Other Purchaser or holder of a Note other Holder harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder Holder in connection with its purchase of the 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 with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the The Company will pay pay, within 15 days of each demand therefor (such demand to be accompanied by supporting documentation in reasonable detail), all costs and expenses incurred by (including i) any Holder (including, without limitation, reasonable attorneys’ fees of one special counsel and, if reasonably required by the Required Holders, local or other counsel' fees) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions the preparation, execution, delivery and administration of this Agreement, the Notes and the other Note Documents and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Notes or any of the Parent Guaranty or the Subsidiary Guaranty other Note Documents (whether or not such amendment, waiver or consent becomes effective), or (ii) by Doughty Hanson & Co. Limited or any of its Affiliates (including, withxxx xxxixxxxxx, reasonable attorneys' fees) in connection with the preparation, execution, delivery and administration of the Investor Funding Agreement dated as of May 10, 2002, among the Purchaser, the Company and JP Morgan Chase Bank and any documents intended to enable the Purchasex xx xxxxr into this Agreement to procure the funds necessary to do so, including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Notes or any of the Parent Guaranty or the Subsidiary Guaranty other Note Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, Notes or any of the Parent Guaranty or the Subsidiary Guarantyother Note Documents, or by reason of being a holder of any NoteHolder, and (b) the reasonable costs and expensesexpenses (including, including without limitation, financial advisors’ ' fees, ) incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary of its Subsidiaries or in connection with any work-out out, renegotiation or restructuring of any of the transactions contemplated hereby, by the Notes, Notes or by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOother Note Documents. The Company will pay, and will save you and each Other Purchaser or holder of a Note other Holder harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser you or other holder in connection with its purchase of the Notesany such Holder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company Obligors will be obligated, jointly and severally, to pay all costs and expenses (including reasonable attorneys’ fees of one special counsel and, if reasonably required incurred by the Required Holders, local Purchaser or other counsel) incurred by you and each Other Purchaser or holder Holders of a Note Preferred Security in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Preferred Securities or the Subsidiary Guaranty any document related thereto (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable fees and expenses of the special counsel for the Purchaser, (b) the costs of obtaining a private placement number from Standard & Poor's for the Preferred Securities, (c) the costs and expenses (including reasonable attorneys' fees and the reasonable fees of any other special or financial advisors) incurred in evaluating, monitoring, enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the NotesGuarantee Agreement, the Parent Guaranty Expense Agreement, the Trust Agreement, the Subordinated Loan Agreement, the Subordinated Note or the Subsidiary Guaranty Preferred Securities or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty or the Subsidiary Guarantyany of such documents, or by reason of being a holder Holder of any NotePreferred Security, and (bd) the costs and expenses, including financial advisors’ fees, expenses incurred in connection with the insolvency or bankruptcy of the Trust or the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOPreferred Securities. The Company Obligors will pay, and will save you the Purchaser and each Other Purchaser or holder other Holder of a Note Preferred Security 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 the Purchaser or other holder in connection with its purchase of the NotesHolder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company Issuer will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Financing Agreements (including the Notes, the Parent Guaranty or the Subsidiary Guaranty ) (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Financing Agreements (including the Notes, the Parent Guaranty or the Subsidiary Guaranty ) or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Financing Agreements (including the Notes, the Parent Guaranty or the 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, hereby and by the Notes, by the Parent Guaranty Notes and the any Subsidiary Guaranty Guarantee and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500 per series. The Company Obligors will pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).) and (ii) any and all wire

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company Obligors will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty any Subsidiary Guarantee or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty any Subsidiary Guarantee or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guarantee or the Notes, the Parent Guaranty or the 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 any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and any Subsidiary Guarantee, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,500 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 Obligors will pay, and will save you each Purchaser and each Other Purchaser or 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 Obligors.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent any Subsidiary Guaranty or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent any Subsidiary Guaranty or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent any Subsidiary Guaranty or the Subsidiary GuarantyNotes, 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, hereby and by the Notes, by the Parent Guaranty Notes and the any Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000. The Company will pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or Company will pay all reasonable costs and expenses of a special counsel for the Purchasers. If the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one special counsel and, if reasonably required by the Required Holders, local or other counsel' fees) incurred by you each Purchaser and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with enforcements of rights hereunder or any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty any other Transaction Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty any other Transaction Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guarantyany other Transaction Documents, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company will pay, and will save you each Purchaser, and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummatedconsummated or any Notes are issued hereunder, the Parent or the Company Issuers jointly and severally will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty any other Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty any other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guarantyany guaranty thereof, 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, hereby and by the Notes, by the Parent Guaranty Notes and the Subsidiary Guaranty any guaranty thereof and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company Issuers jointly and severally will pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Subsidiary Guaranty or the Subsidiary Guaranty Sharing Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the NotesNote, the Parent Subsidiary Guaranty or the Subsidiary Guaranty Sharing Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Subsidiary Guaranty or the Subsidiary GuarantySharing Agreement, 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, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOFinancing Documents. The Company will pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one a special counsel for the Purchasers and any Additional Purchasers and, if reasonably required by the Required Holders, one local or other counselcounsel in each relevant jurisdiction) incurred by you the Purchasers, the Additional Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Agreement (including all Supplements) or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Agreement (including all Supplements) or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement (including all Supplements) or the Notes, the Parent Guaranty or the Subsidiary Guaranty, or by reason of being a holder of any Note, (b) the invoiced costs and expenses incurred in connection with the initial filing of this Agreement and each Supplement and all related documents and financial information with the SVO provided, that such costs and expenses shall not exceed $3,000 per initial filing and (c) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby (including all Supplements) and by the Notes; provided, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred that in connection with the initial filing of this Agreement and Closing, the Company will not be required to pay the attorney's fees for more than a single special counsel acting for all related documents and financial information with the SVOPurchasers. The Company will pay, and will save you each Purchaser, each Additional Purchaser and each Other Purchaser or 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 the its Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders, local or other counsel) incurred by you each Purchaser, each Additional Purchaser and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty any Supplement or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty any Supplement or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Supplement or the Notes, the Parent Guaranty or the 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 or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, any Supplement and by the Parent Guaranty and the Subsidiary Guaranty Notes and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000. The Company will pay, and will save you each Purchaser, each Additional Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of the its Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees of one Xxxxxxx XxXxxxxxx LLP, special counsel to the Purchasers, and excluding, with respect to clause (a) below, the fees and expenses of any other counsel to the Purchasers, and, with respect to clause (b) below, the fees and expenses of more than one counsel to the Purchasers other than any local counsel in each relevant jurisdiction if reasonably required by the Required Holders, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions (a) the negotiation, preparation, execution, and in connection with delivery of this Agreement and the Notes, (b) any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Support Agreement or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ac) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Support Agreement or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty Support Agreement or the Subsidiary GuarantyNotes, or by reason of being a holder of any Note, (bd) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Company or any other Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Support Agreement and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty including, without limitation, financial advisors’ fees and (ce) 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 with the SVO. The Company will pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notesholder).

Transaction Expenses. Whether or not the transactions contemplated hereby or by any Note Supplement are consummated, the Parent or the Company Issuer will pay all costs and expenses (expenses, including the cost of obtaining the Private Placement Number and reasonable attorneys’ fees of one special counsel Xxxxxxx and Xxxxxx LLP (and, if reasonably required by the Required Majority Holders, local or other counsel) ), incurred by you the Purchasers and Additional Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty or the Subsidiary Guaranty any Financing Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty or the Subsidiary Guaranty any Financing Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty or the Subsidiary Guarantyany Financing Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, fees incurred in connection with the insolvency or bankruptcy of the Company Issuer or any Subsidiary MGE or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by the Parent Guaranty and the Subsidiary Guaranty hereby and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSecurities Valuation Office of the National Association of Insurance Commissioners, provided that such costs and expenses under this clause (c) shall not exceed $3,000 with respect to each Series of Notes. The Company Issuer will pay, and will save you each Purchaser and Additional Purchaser and each Other Purchaser or 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 such Purchaser, Additional Purchaser or other holder in connection with its purchase of the Notesa Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of one special counsel and, if reasonably required by for the Required Holders, local Purchasers (or other counselany Additional Purchasers) incurred by you each Purchaser and each Other Additional Purchaser or and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Agreement (including any Supplement) or the Notes or any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Agreement (including any Supplement) or the Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, the Notes, the Parent Guaranty Agreement (including any Supplement) or the Notes or any 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 workout or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company will pay, and will save you each Purchaser, each Additional Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel andfor the Purchasers, if reasonably required by the Required Holders, local or other counsel) incurred by you each Purchaser and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Notes or the any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Notes or the any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty Notes or the any 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, hereby and by the Notes, by the Parent Guaranty Notes and the any Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOGuaranty. The Company will pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Guarantee Agreement or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Guarantee Agreement or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty Guarantee Agreement or the Subsidiary GuarantyNotes, or by reason of being a holder of any Note, Note and (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Parent Guaranty Notes and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOGuarantee Agreement. The Company will pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company The Guarantor will pay all costs and expenses (including including, without limitation, reasonable attorneys’ fees of one a special United States counsel and a special English counsel and, if reasonably required by the Required Holdersrequired, other local or other counsel) incurred by you and each Other Purchaser or holder of a Note Holder in connection with such transactions this Guarantee and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty or the Subsidiary Guaranty Guarantee (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Guarantee, the Amended and Restated Note Purchase Agreement, the Notes, the Parent Guaranty or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Guarantee, the Amended and Restated Note Purchase Agreement, or the Notes, the Parent Guaranty or the Subsidiary Guaranty, or by reason of being a holder of any Note, ; and (b) the costs and expenses, including including, without limitation, financial advisors’ and reporting or investigating accountants’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary Guarantor or in connection with any work-out or restructuring of the transactions contemplated herebyby this Guarantee, by the Amended and Restated Note Purchase Agreement, or the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company Guarantor will pay, and will save you each Holder and hold each Other Purchaser or holder of a Note Holder harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notessuch Holder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty or the Subsidiary Unconditional Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty or the Subsidiary Unconditional Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Unconditional Guaranty or the Subsidiary GuarantyNotes, 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 Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by Notes or the Parent Guaranty and the Subsidiary Unconditional Guaranty and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company Borrower will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you and each Other Purchaser the Purchasers, the beneficial holders of Notes or the holder of a any Global Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty any other Financing Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty any other Financing Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guarantyany other Financing Document, or by reason of being a beneficial holder of any Note or the holder of any Global Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Borrower or any Subsidiary Partner or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty Notes and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, that such costs and expenses shall not exceed $5,000. The Company Borrower will pay, and will save you the holder of each Global Note, each Purchaser and each Other Purchaser or other beneficial holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of one special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Parent Guaranty or the 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 or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty Notes and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company will pay, and will save you and each Other Purchaser or holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel for the Purchasers, any Additional Purchasers and the Collateral Agent and, if reasonably required by the Required Holders, local or other counsel) incurred by you and the Purchasers, any Additional Purchasers, each Other Purchaser or other holder of a Note or the Collateral Agent in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), the Notes, the Parent Guaranty Agreement, any Security Document or the Subsidiary Guaranty any other Transaction Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this AgreementAgreement (including any Supplement), the Notes, the Parent Guaranty Agreement, any Security Document or any other Transaction Document or the Subsidiary Guaranty Collateral or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), the Notes, the Parent Guaranty Agreement, any Security Document or any other Transaction Document or the Subsidiary GuarantyCollateral, or by reason of being a holder of any NoteNote or a beneficiary of the Guaranty Agreement or any Security Document or any other Transaction Document, 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 herebyhereby (including all Supplements), by the Notes, by the Parent Guaranty and Agreement, by any Security Document or by any other Transaction Document or any realization upon the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOCollateral. The Company will pay, and will save you each Purchaser, each Additional Purchaser and each Other Purchaser or 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 the its Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one a special counsel for the Purchasers, any Additional Purchasers and the Collateral Agent and, if reasonably required by the Required Holders, local or other counsel) incurred by you and the Purchasers, any Additional Purchasers, each Other Purchaser or other holder of a Note or the Collateral Agent in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), the Notes, the Parent Guaranty Agreement, any Security Document or the Subsidiary Guaranty any other Transaction Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this AgreementAgreement (including any Supplement), the Notes, the Parent Guaranty Agreement, any Security Document or any other Transaction Document or the Subsidiary Guaranty Collateral or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), the Notes, the Parent Guaranty Agreement, any Security Document or any other Transaction Document or the Subsidiary GuarantyCollateral, or by reason of being a holder of any NoteNote or a beneficiary of the Guaranty Agreement or any Security Document or any other Transaction Document, 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 herebyhereby (including all Supplements), by the Notes, by the Parent Guaranty and Agreement, by any Security Document or by any other Transaction Document or any realization upon the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOCollateral. The Company will pay, and will save you each Purchaser, each Additional Purchaser and each Other Purchaser or 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 the its Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees of one a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders, local or other counsel) incurred by you each Purchaser and each Other Additional Purchaser or and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Agreement (including any Supplement) or the Subsidiary Guaranty Notes (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, the Notes, the Parent Guaranty Agreement (including any Supplement) or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement (including any Supplement) or the Notes, the Parent Guaranty or the Subsidiary Guaranty, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expensesprovided that, not in excess of $3,000, incurred in connection with the initial filing Closing, the Company will not be required to pay the attorneys’ fees for more than a single firm of this Agreement and special counsel acting for all related documents and financial information with the SVOPurchasers. The Company will pay, and will save you each Purchaser, each Additional Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty or the Subsidiary Unconditional Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty or the Subsidiary Unconditional Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Unconditional Guaranty or the Subsidiary GuarantyNotes, 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 Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by Notes or the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOUnconditional Guaranty. The Company will pay, and will save you and each Other Purchaser or 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 you or such other holder in connection with its purchase of the Notes).”

Transaction Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (and/or any Supplemental Note Purchase Agreement), the Notes, the Parent Guaranty any Security Document or the Subsidiary Guaranty Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (and/or any STERIS CORPORATION NOTE PURCHASE AGREEMENT Supplemental Note Purchase Agreement), the Notes, the Parent Guaranty any Security Document or the Subsidiary Guaranty Intercreditor Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (and/or any Supplemental Note Purchase Agreement), the Notes, the Parent Guaranty any Security Document or the Subsidiary Guaranty, Intercreditor Agreement 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 herebyhereby (and/or any Supplemental Note Purchase Agreement), by the Notes, Notes or by any Security Document or the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOIntercreditor Agreement. The Company will pay, and will save you and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notesyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one a special counsel for the Purchasers and any Additional Purchasers and, if reasonably required by the Required Holders, local or other counsel) incurred by you the Purchasers, any Additional Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this AgreementAgreement (including any Supplement), the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), the Notes, the Parent Guaranty Agreement or the Subsidiary GuarantyNotes, or by reason of being a holder of any NoteNote or a beneficiary of the Guaranty Agreement, 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 herebyhereby (including all Supplements), by the Notes, Guaranty Agreement and by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVONotes. The Company will pay, and will save you each Purchaser, each Additional Purchaser and each Other Purchaser or 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 the its Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you Prudential, the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty any other Transaction Document (whether or not such amendment, waiver or consent becomes effective)) within 15 Business Days after the Company’s receipt of any invoice therefor, including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guaranty any other Transaction Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty Agreement or the Subsidiary Guarantyany 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, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty other Transaction Documents and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. The Company will pay, and will save you Prudential and each Other Purchaser or 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 to Prudential or 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 Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you each Agent, the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty other Financing Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty any other Financing Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guarantyany other 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 either ShipCo or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Parent Guaranty Notes and the Subsidiary Guaranty other Financing Documents and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000. The Company will pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders, local or other counsel) incurred by you each Purchaser and each Other Additional Purchaser or and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Agreement (including any Supplement) or the Subsidiary Guaranty Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Agreement (including any Supplement) or the Subsidiary Guaranty Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement (including any Supplement) or the Notes, the Parent Guaranty or the 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 or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 for each series of Notes, and (d) such reasonable attorneys’ fees of one special counsel for holders of the Notes incurred in connection with the preparation and filing of those forms as may be required by the 1940 Act or as a result of the status of the Company as an investment company under the 1940 Act. The Company will pay, and will save you each Purchaser, each Additional Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or an Additional Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty other Transaction Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guaranty other Transaction Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty Notes or the Subsidiary Guarantyother Transaction Documents, 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, hereby and by the Notes, by the Parent Guaranty and the Subsidiary Guaranty Notes and (c) the reasonable out-of-pocket costs and expenses, not in excess of $3,000, expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company will pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not any of the transactions contemplated hereby are consummated, the Parent or the Company will pay pay, within 15 days of each demand therefor (such demand to be accompanied by supporting documentation in reasonable detail), (a) all of the costs and expenses incurred by each Purchaser and each other holder of a Note (including including, without limitation, reasonable attorneys’ fees of one a special counsel and, if reasonably required by the Required Holdersrequired, local or other counselappropriate counsel for all Purchasers) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions the preparation, execution and in connection with any delivery of this Agreement and the other Note Documents and all amendments, waivers or consents under or in respect of this Agreement, Agreement or any of the Notes, the Parent Guaranty or the Subsidiary Guaranty other Note Documents (whether or not such amendment, waiver or consent becomes effective), and (b) all of the costs and expenses incurred by each Purchaser and each other holder of a Note (including, without limitation, reasonable attorneys’ fees of a special counsel and if reasonably required, local or other appropriate counsel for you and the Other Purchasers) in connection with the administration and enforcement of this Agreement and the other Note Documents, 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, Agreement or any of the Notes, the Parent Guaranty or the Subsidiary Guaranty other Note Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or any of the Notes, the Parent Guaranty or the Subsidiary Guarantyother Note Documents, or by reason of being a holder of any Notethe Notes, and (bii) the reasonable costs and expensesexpenses (including, including without limitation, financial advisors’ fees, ) incurred in connection with the insolvency or bankruptcy of the Company or any Restructured Subsidiary or in connection with any work-out out, renegotiation or restructuring of any of the transactions contemplated hereby, hereby or by the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOother Note Documents. The Company will pay, and will save you each Purchaser and each Other Purchaser or other holder of a Note the Notes harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a any such Purchaser or other holder in connection with its purchase of the Notesany such holder).