Common use of Transaction Expenses Clause in Contracts

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note Bond in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this any Financing Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this any Financing Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreement, or by reason of being a Holder Purchaser or holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyBond, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby and by the Notes any Financing Agreement and (c) the costs and expenses incurred in connection with the initial filing of this any Financing Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $6,000 for the Bonds. The Company will pay, and will save each Purchaser and each other Holder holder of a Note Bond harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the NotesBonds).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a single special counsel and, if reasonably required by the Required HoldersHolders following the Closing, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note Bond in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesBonds, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyBond, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Bonds and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $7,500. The Company will pay, and will save each Purchaser and each other Holder holder of a Note Bond harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the NotesBonds).

Transaction Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or (and/or any Supplemental Note Purchase Agreement), the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or (and/or any Supplemental Note Purchase Agreement), the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (and/or any Supplemental Note Purchase Agreement), the Notes or the Notes, any Security Document or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Reporting Entity or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and (and/or any Supplemental Note Purchase Agreement), by the Notes or by any Security Document. Without limiting the generality of the foregoing, the Company shall pay all fees, charges and (cdisbursement of special counsel referred to in Section 4.4(b) the costs and expenses incurred in connection with the initial filing Closing within ten (10) days after receipt by the Company of this Agreement and all related documents and financial information with the SVO providedsuch special counsel’s invoice therefor. The Company will pay, and will save each Purchaser you and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other Holder in connection with its purchase of the Notesyou).

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

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note an MRP Share in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Articles Supplementary or the Notes MRP Shares (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 Agreement, the Articles Supplementary or the Notes MRP Shares or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Articles Supplementary or the NotesMRP Shares, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyMRP Shares, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by the Articles Supplementary and by the Notes MRP Xxxxxx and (c) the costs and expenses incurred in connection with the initial filing of this Agreement Agreement, the Articles Supplementary and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,500.00 per series. The Company will pay, and will save each Purchaser and each other Holder holder of a Note an MRP Share harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the NotesMRP Shares).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Holder Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes Notes, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any other Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, and (c) the costs and expenses not in excess of $3,000 incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO providedSecurities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof. The Company Obligors will pay, and will save each Purchaser you and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other Holder in connection with its purchase of the Notesyou).

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

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

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

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

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

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note an MRP Share in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Articles Supplementary or the Notes MRP Shares (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 Agreement, the Articles Supplementary or the Notes MRP Shares or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Articles Supplementary or the NotesMRP Shares, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyMRP Shares, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by the Articles Supplementary and by the Notes MRP Shares and (c) the costs and expenses incurred in connection with the initial filing of this Agreement Agreement, the Articles Supplementary and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,500.00. The Company will pay, and will save each Purchaser and each other Holder holder of a Note an MRP Share harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the NotesMRP Shares).

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

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

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of special counsel for you and the Other Purchasers collectively and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Holder Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Notes or the Notes 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 Agreement, the Notes or the Notes Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the NotesSubsidiary Guaranty, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, Note and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSubsidiary Guaranty. The Company will pay, and will save each Purchaser you and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other Holder in connection with its purchase of the Notesyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder of a Note PIM in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or Agreement, the Notes or any of the other Transaction Documents (whether or not such amendment, waiver or consent becomes effective), includingand the Company will, without limitationin addition, pay, in each case to the extent incurred by PIM, the Purchasers or any holder of a Note: (a) the reasonable out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or Agreement, the Notes or any of the other Transaction Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or any of the Notesother Transaction Documents, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the reasonable out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save PIM, each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a PIM, such Purchaser or other Holder in connection with its purchase of the Notesholder).

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

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

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

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

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

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes Credit Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes Credit Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesCredit Documents, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Credit Documents and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed [***]. The Company will pay, and will save each Purchaser [***] Confidential Treatment Requested and each other Holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all costs and expenses (including reasonable attorneys’ fees of one firm of special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this any Financing Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this any Financing Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreement, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes any Financing Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed U.S.$3,000 per series of Notes. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,500 per Series. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Constituent Companies will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, Notes or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the a Constituent Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO SVO; provided, that such reimbursed costs and expenses shall not exceed $1,350. The Company Constituent Companies will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of owing to brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

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

Transaction Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each other Holder Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or (and/or any Supplemental Note Purchase Agreement), the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or (and/or any Supplemental Note Purchase Agreement), the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (and/or any Supplemental Note Purchase Agreement), the Notes or the Notes, any Security Document or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Reporting Entity or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and (and/or any Supplemental Note Purchase Agreement), by the Notes or by any Security Document. Without limiting the generality of the foregoing, the Company shall pay all fees, charges and (cdisbursement of special counsel referred to in Section 4.4(b) the costs and expenses incurred in connection with the initial filing Closing within ten (10) days after receipt by the Company of this Agreement and all related documents and financial information with the SVO providedsuch special counsel’s invoice therefor. The Company will pay, and will save hold each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders with respect to the Notes (other than those, if any, those retained by a such Purchaser or other Holder in connection with its purchase holder of the Notesa Note).

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

Transaction Expenses. Whether or not any of the transactions contemplated hereby are consummated, the Company Companies 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 firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counselappropriate counsel for all Purchasers) incurred by the Purchasers and each other 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 or any of the Notes 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 or any of the Notes other Note Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or any of the Notesother Note Documents, or by reason of being a Holder holder of any Notethe Notes, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, 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 any Credit Party or Restructured Subsidiary or in connection with any work-out out, renegotiation or restructuring of any of the transactions contemplated hereby and or by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedother Note Documents. The Company Companies will pay, and will save each Purchaser and each other Holder 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).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will agrees to pay all costs and expenses (including reasonable attorneys’ fees of one firm of special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, including without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only (b) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO or any successor organization succeeding to the extent such subpoena or legal proceeding arises out of matters related to the Company, authority thereof and (bc) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes). In furtherance of the foregoing, on the date hereof and on each Closing Date the Company will pay the reasonable fees and disbursements and other charges (including estimated unposted disbursements and other charges as of such date) of Purchasers’ special counsel which are reflected in the statement of such special counsel submitted to the Company at least one Business Day prior to such date. The Company will also pay, promptly upon receipt of supplemental statements therefor, reasonable additional fees, if any, and disbursements and other charges of such special counsel in connection with the transactions hereby contemplated (including disbursements and other charges unposted as of such date to the extent such disbursements and other charges exceed estimated amounts paid as aforesaid).

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

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

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

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

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

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses shall not exceed $2,500.00. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

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

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each other Holder Purchaser or holder of a Note or the Collateral Agent in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this any Financing Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this any Financing Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesNotes or any other Financing Agreement, or by reason of being a Holder holder of any NoteNote including, but only to in each case described in this clause (a), the extent such subpoena or legal proceeding arises out costs and expenses of matters related to the CompanyCollateral Agent, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes any Financing Agreement and (c) the costs cost and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO providedSecurities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof. The Company Obligors will pay, and will save each Purchaser and each other Holder holder of a Note and the Collateral Agent harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other Holder in connection with its purchase of the Notessuch Purchaser).

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 per Series. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses shall not exceed $1,500.00. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note Bond in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes Bond Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes Bond Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesBond Documents, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyBond, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Bonds and (c) the costs and expenses incurred in connection with the initial filing of this Agreement any Bond Documents and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save each Purchaser and each other Holder holder of a Note Bond harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the NotesBonds).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will agrees to pay all costs and expenses (including reasonable attorneys’ fees of one firm of special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, including without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only (b) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO or any successor organization succeeding to the extent such subpoena or legal proceeding arises out of matters related to the Company, authority thereof and (bc) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes). In furtherance of the foregoing, on each Closing Date the Company will pay the reasonable fees and disbursements and other charges (including estimated unposted disbursements and other charges as of such date) of Purchasers’ special counsel which are reflected in the statement of such special counsel submitted to the Company at least one Business Day prior to such date. The Company will also pay, promptly upon receipt of supplemental statements therefor, reasonable additional fees, if any, and disbursements and other charges of such special counsel in connection with the transactions hereby contemplated (including disbursements and other charges unposted as of such date to the extent such disbursements and other charges exceed estimated amounts paid as aforesaid).

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, Notes or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO SVO; provided, that such reimbursed costs and expenses shall not exceed $1,350. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of owing to brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Holder Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Notes, the Trust Guaranty or the Notes Subordination 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 Agreement, the Notes, the Trust Guaranty or the Notes Subordination Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes, the Trust Guaranty or the NotesSubordination Agreement, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Trust, the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes Notes, by the Trust Guaranty or by the Subordination Agreement and (c) the fees and costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO providedSecurities Valuation Office of the National Association of Insurance Commissioners or any successor organizations succeeding to the authority thereof. The Company will pay, and will save each Purchaser you and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other Holder in connection with its purchase of the Notesyou).

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

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one a single firm of special counsel and, if reasonably required by the Required Holders, local or other specialty counsel) incurred by the Purchasers and each the other Holder holders of a Note in connection with such transactions (including reasonable fees, charges and disbursements of the Purchasers’ special counsel incurred on and after the date of the Closing with respect to preparation and delivery of closing document sets and binders for the transactions contemplated hereby to the holders of Notes and other Persons) and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

Transaction Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Holder Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Notes, the Security Documents or the Notes 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 Agreement, the Notes, the Security Documents or the Notes Intercreditor Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes, the Security Documents or the NotesIntercreditor Agreement, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, the Security Documents and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedIntercreditor Agreement. The Company will pay, and will save each Purchaser you and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other Holder in connection with its purchase of the Notesyou).

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes. In the event that any such invoice is not paid within 30 Business Days after the Company’s receipt thereof, interest on the amount of such invoice shall be due and (c) payable at the costs and expenses incurred in connection Default Rate commencing with the initial filing of this Agreement and all related documents and financial information with 31st Business Day after the SVO providedCompany’s receipt thereof until such invoice has been paid. The Company will pay, and will save each Purchaser and each other Holder 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 holder in connection with its purchase of the Notes)) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $1,500. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company USA will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one firm of a special counsel and, if reasonably required by the Required Holders, and any local or other counsel) incurred by the Purchasers and each other Holder Noteholders or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes other Transaction Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes other Transaction Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesother Transaction Documents, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses of negotiation, preparation and execution of this Agreement and the other Transaction Documents, and (c) the reasonable costs and expenses, including reasonable financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company USA or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company USA will pay, and will save each Purchaser the Noteholders and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser the Noteholders). The obligations of USA under this Section 8.01 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the other Holder in connection with its purchase Transaction Documents, and the termination of the Notes)this Agreement.

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuers will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers waivers, notarizations, filings or consents under or in respect of this any Financing Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this any Financing Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreement, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Financing Agreements and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses shall not exceed U.S.$2,300 per series. The Company Issuers will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all costs and expenses (including reasonable attorneys’ ' fees of one firm of special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this any Financing Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this any Financing Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreement, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes any Financing Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed U.S.$3,000 per series of Notes. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each other Holder of a Note Agents, any Lender or the Collateral Agents in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes 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 or the Notes Financing Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesFinancing Documents, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyLender hereunder, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and or by the Notes Financing Documents, and (c) the costs initial and expenses incurred ongoing fees of the Collateral Agent in connection with the initial filing of this Collateral Agency Agreement and all related documents and financial information as agreed in writing with the SVO providedCompany. The Company will pay, and will save each Purchaser and each other Holder of a Note Lender 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 Lender). It is understood and agreed that if any Lender should pay any costs and expenses which are provided by this Section 15.1 to be paid by the Company, the Company shall upon written demand by the Agent (accompanied by reasonable documentation of the Notes)costs and expenses which are the subject of such demand) reimburse such Lender in the amount of any such payment together with interest thereon from the tenth Business Day following date of such demand to the date of reimbursement therefor at a rate per annum equal to 0.25% above the Prime Rate.

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

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

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel, provided that in no event shall the Company be required to pay the charges and disbursements of more than one of each such counsel representing holders) incurred by the Purchasers you and each other Holder Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, provided that in no event shall the Company be required to pay the charges and (c) the costs and expenses incurred in connection with the initial filing disbursements of this Agreement and all related documents and financial information with the SVO providedmore than one of each such counsel representing holders. The Company will pay, and will save each Purchaser you and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other Holder in connection with its purchase of the Notesyou). .

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note 2019 Series A Bond in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this any Financing Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this any Financing Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreement, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company2019 Series A Bond, (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 work‑out or restructuring of the transactions contemplated hereby and by the Notes any Financing Agreement and (c) the costs and expenses incurred in connection with the initial filing of this any Financing Agreement and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save each Purchaser and each other Holder holder of a Note 2019 Series A Bond harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes2019 Series A Bonds).

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special Canadian counsel and a special U.S. counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and Purchasers, each other Holder holder of a Note and the Collateral Agent in connection with such transactions transactions, with the perfection of the Liens in and in connection on the Collateral contemplated by the Security Documents and with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Notes or the Notes 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 Agreement, the Notes or the Notes other Financing Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the Notesother Financing Documents, or by reason of being a Holder holder of any Note, but only and all reasonable expenses incurred by each holder of a Note and the Collateral Agent incurred in connection with the preservation of any Lien or realization on or pursuit of remedies with respect to any Collateral following the extent such subpoena occurrence and during the continuance of any Default or legal proceeding arises out Event of matters related to the CompanyDefault, and (b) the costs and expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company either Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedFinancing Documents. The Company Obligors will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a such Purchaser or other Holder holder in connection with its the purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a single special counsel and, if reasonably required by the Required HoldersHolders following the Second Closing, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note Bond in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesBonds, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyBond, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Bonds and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $7,500. The Company will pay, and will save each Purchaser and each other Holder holder of a Note Bond harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the NotesBonds).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all Highland Credit Strategies Fund Note Purchase Agreement related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will agrees to pay all costs and expenses (including reasonable attorneys’ fees of one firm of special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, including without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only (b) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO or any successor organization succeeding to the extent such subpoena or legal proceeding arises out of matters related to the Company, authority thereof and (bc) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes). In furtherance of the foregoing, on the date hereof and on the Closing Date the Company will pay the reasonable fees and disbursements and other charges (including estimated unposted disbursements and other charges as of such date) of Purchasers’ special counsel which are reflected in the statement of such special counsel submitted to the Company at least one Business Day prior to such date. The Company will also pay, promptly upon receipt of supplemental statements therefor, reasonable additional fees, if any, and disbursements and other charges of such special counsel in connection with the transactions hereby contemplated (including disbursements and other charges unposted as of such date to the extent such disbursements and other charges exceed estimated amounts paid as aforesaid).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuers will pay all reasonable out-of-pocket costs and expenses (including including, without limitation, reasonable attorneys’ ' fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each other Holder Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes 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 or the Notes any other Financing Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany other Financing Document, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the costs and expenses, including including, without limitation, financial advisors’ ' and accountants' fees, incurred in connection with the insolvency or bankruptcy of either of the Company Issuers or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company Issuers will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a any Purchaser). The Issuers will promptly pay or reimburse each Purchaser or other Holder holder of a Note (upon demand, in accordance with each such Purchaser's or holder's written instructions) for all fees and costs paid or payable by such Purchaser or holder to the SVO in connection with its purchase 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 Notes)SVO or any successor organization acceding to the authority thereof.

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

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note an MRP Share in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Articles Supplementary or the Notes MRP Shares (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 Agreement, the Articles Supplementary or the Notes MRP Shares or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Articles Supplementary or the NotesMRP Shares, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyMRP Shares, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by the Articles Supplementary and by the Notes MRP Shares and (c) the costs and expenses incurred in connection with the initial filing of this Agreement Agreement, the Articles Supplementary and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,500.00. The Company will pay, and will save each Purchaser and each other Holder holder of a Note an MRP Share harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the NotesMRP Shares).. Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable and properly documented out-of-pocket costs and expenses (including reasonable and properly documented attorneys’ fees of one firm of special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes 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 or the Notes any Financing Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Document, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent or any Subsidiary or in connection with any work-out or restructuring of UNITED STATIONERS SUPPLY CO. Note Purchase Agreement the transactions contemplated hereby and hereby, by the Notes Notes, by the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement and the Collateral Documents and (c) the costs and expenses expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO. The Company will pay, and will save each Purchaser and each other Holder 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 holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note MRP Share in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Articles Supplementary or the Notes MRP Shares (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 Agreement, the Articles Supplementary or the Notes MRP Shares or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Articles Supplementary or the NotesMRP Shares, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the CompanyMRP Shares, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by the Articles Supplementary and by the Notes MRP Shares and (c) the costs and expenses incurred in connection with the initial filing of this Agreement Agreement, the Articles Supplementary and all related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,500.00 per series. The Company will pay, and will save each Purchaser and each other Holder holder of a Note MRP Share harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the NotesMRP Shares).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Borrowers will pay all reasonable costs and expenses (including the reasonable attorneys’ fees of one firm and expenses of special counsel for the Lenders and the Servicer and, if reasonably required by the Required HoldersLenders, local or other counsel) incurred by the Purchasers and each other Holder of a Note Lenders or the Servicer in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes any Loan Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ai) the fees and expenses of environmental consultants, the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights hereunder or under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesherewith, or by reason of being a Holder of any Note, but only to Lender or the extent such subpoena or legal proceeding arises out of matters related to the CompanyServicer, (bii) the costs and expenses, including reasonable financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company any Borrower or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and hereby, (ciii) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedSVO, and (iv) the costs and expenses incurred in connection with any extension of the maturity of any of the Loans and the conversion of any of the Loans from one Type to another. The Company Borrowers will pay, and will save each Purchaser Lender and each other Holder of a Note the Servicer harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders finders, (other than those2) any document, if anystamp, retained by a Purchaser recording or other Holder similar tax, duty or charge imposed in connection with its purchase the execution and delivery of any Loan Document and recordation of the NotesNYC Property Mortgage and (3) the costs and expenses of the Title Policy required by Section 5.1(c).

Transaction Expenses. Whether or not In addition to a restructuring fee of $99,028 payable by the transactions contemplated hereby are consummatedBorrower to Lender on the Closing Date, the Company Borrower will pay all costs and expenses (including reasonable attorneys’ fees of one firm of special counsel and, if reasonably required by the Required Holders, local or other counselfees) incurred by the Purchasers and each other Holder of a Note in connection with such transactions the Loan and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes Note (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes Note or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesNote, or by reason of being a Holder of any Notethe Lender, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Borrower or any subsidiary or in connection with any work-out or restructuring (whether or not such work-out or restructuring becomes effective) of the transactions contemplated hereby and by the Notes Note. The Borrower will also pay the reasonable attorneys’ fees and (c) disbursements of counsel to the costs and expenses Lender incurred in connection with the initial filing of enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement and all related documents and financial information with or the SVO provided. The Company will payNote, and will save each Purchaser and each other Holder of a Note harmless from, all claims in respect of responding to any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser subpoena or other Holder legal process or informal investigative demand issued in connection with its purchase this Agreement or the Note, the insolvency or bankruptcy of the Notes)Borrower or any subsidiary or any work-out or restructuring (whether or not such work-out or restructuring becomes effective) of the transactions contemplated hereby and by the Note.

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers you and each other Holder Other Purchaser or holder of a Note (provided that if the interests of all of the holders of the Notes are substantially identical, the Company shall be obligated to pay the reasonable attorneys' fees of a special counsel and, if reasonably required, local or other counsel, representing all of the holders of the Notes) in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser you and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other Holder in connection with its purchase of the Notesyou).

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holdersrequired, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any Supplements, amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Notes or the Notes Guarantees or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the NotesGuarantees, or by reason of being a Holder holder of any Note, but only to Note with the extent such subpoena or legal proceeding arises out benefit of matters related to the Companya Guarantee, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Guarantor, the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred fees payable in connection with the initial filing of this Agreement and all related documents and financial information with the Securities Valuation Office (the “SVO”) of the National Association of Insurance Commissioners, and all subsequent annual and interim filings of documents and financial information related to this Agreement with the SVO providedor any successor organization acceding to the authority thereof. The Company Obligors will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a such Purchaser or other Holder in connection with its purchase of the Notesholder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one firm of a special counsel and, if reasonably required by the Required Holders, and any local or other counsel) incurred by the Purchasers and each other Holder Noteholders or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes other Transaction Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes other Transaction Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesother Transaction Documents, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses of negotiation, preparation and execution of this Agreement and the other Transaction Documents, and (c) the reasonable costs and expenses, including reasonable financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser the Noteholders and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other Holder in connection with its purchase the Noteholders). The obligations of the Notes)Company under this Section 13.01 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the other Transaction Documents, and the termination of this Agreement.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Parent will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one firm of a special counsel and, if reasonably required by the Required Holders, and any local or other counsel) incurred by the Purchasers and each other Holder Noteholders or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes other Transaction Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes other Transaction Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesother Transaction Documents, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses of negotiation, preparation and execution of this Agreement and the other Transaction Documents and (c) the reasonable costs and expenses, including reasonable financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Parent or any Subsidiary or in connection with any proposed or finalized work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company Parent will pay, and will save each Purchaser the Noteholders and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser the Noteholders). The obligations of Parent under this SECTION 8.01 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the other Holder in connection with its purchase Transaction Documents, and the termination of the Notes)this Agreement.

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of one firm of a special counsel and, if reasonably required by the Required Holders, and any local or other counsel) incurred by the Purchasers and each other Holder Noteholders or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes other Transaction Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes other Transaction Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesother Transaction Documents, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses of negotiation, preparation and execution of this Agreement and the other Transaction Documents, and (c) the reasonable costs and expenses, including reasonable financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any proposed or finalized work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO providedNotes. The Company will pay, and will save each Purchaser the Noteholders and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other Holder in connection with its purchase the Noteholders). The obligations of the Notes)Company under this SECTION 14.01 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the other Transaction Documents, and the termination of this Agreement.

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all Kxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement related documents and financial information with the SVO providedSVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save each Purchaser and each other Holder holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder holder in connection with its purchase of the Notes).

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