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 a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by you).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers Vectren Utility Holdings, Inc. Note Purchase Agreement and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor any Financing Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor any Financing Agreement, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the NotesFinancing 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, the Subsidiary Guaranty that such costs and the Intercreditor Agreementexpenses under this clause (c) shall not exceed $5,000. The Company will pay, and will save you 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 those, if any, retained by youa 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 a internal or special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser Holder or 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 or the Notes, the Notes or any Subsidiary Guaranty or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor AgreementNotes 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 or the Notes, the Notes or any Subsidiary Guaranty or the Intercreditor Agreement, or by reason of being a holder Holder of any NoteNote (other than any such subpoena, legal process or other investigative demand relating solely to such Holder’s business activities or the regulation thereof by any applicable Governmental Authority), and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Notes and by any Subsidiary Guaranty and the Intercreditor AgreementGuaranty. The Company will pay, and will save 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 retained by you).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will and the Issuer jointly and severally agree to pay all reasonable and documented costs and expenses (including reasonable attorneys’ fees of a one special counsel for the Purchasers, which such counsel shall be Xxxxxxx & Xxxxxx LLP, in connection with the initial sale of the Notes and, if reasonably required, local or other counsel) incurred by you the Purchasers and each Other Purchaser or holder the holders of a Note Notes in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable and documented costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, Agreement or the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, or by reason of being a holder of any Note, and (b) to the extent reasonably documented, the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company and the Issuer jointly and severally agree that they will pay, and will save you each Purchaser and each other holder of a Note harmless from, all claims in respect of any reasonable fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by youthe Purchasers).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of a one special counsel for the Purchasers and, if reasonably required, local or other counsel) incurred by you the Purchasers and each Other Purchaser or holder the holders of a Note Notes in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this AgreementAgreement (including any Supplement), the Notes, Notes or the Subsidiary Guaranty or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this AgreementAgreement (including any Supplement), the Notes, Notes or the Subsidiary Guaranty or the Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this AgreementAgreement (including any Supplement), the Notes, Notes or the Subsidiary Guaranty or the Intercreditor AgreementGuaranty, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, or by the Subsidiary Guaranty and the Intercreditor AgreementGuaranty. The Company will pay, and will save you each Purchaser and each other holder of a Note harmless from, all claims in respect of any reasonable fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by youthe Purchasers).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent, the Company and LaSalle will pay all costs and expenses (including reasonable attorneys’ ' fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions (provided that such costs and expenses in connection with the transactions through and including the contemplated Closing, but not in connection with any amendments, waivers or consents, shall be limited to reasonable out-of-pocket costs and expenses) and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement any Financing Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, Financing Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any of the Notes, the Subsidiary Guaranty or the Intercreditor AgreementFinancing Documents, or by reason of being a holder of any Note, and (b) the costs and expenses, including including, without limitation, financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary Obligor or in connection with any work-out or restructuring of the transactions contemplated hereby, by any of the NotesFinancing Documents. The Parent, the Subsidiary Guaranty Company and the Intercreditor Agreement. The Company LaSalle will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by you).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you each Purchaser, each Additional Purchaser and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the NotesAgreement (including any Supplement), the Subsidiary Guaranty or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the NotesAgreement (including any Supplement), the Subsidiary Guaranty or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the NotesAgreement (including any Supplement), the Subsidiary Guaranty or the Intercreditor AgreementNotes, or by reason of being a holder of any Note, Note and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, the Subsidiary Guaranty and by the Intercreditor AgreementNotes. The Company will pay, and will save you each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those those, if any, retained by youa Purchaser, an Additional Purchaser or other holder in connection with its purchase of its Notes).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Other Agreements, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement any \Subsidiary Guaranty\Financing Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Other Agreements, the Notes, the Subsidiary Guaranty or the Intercreditor Agreementany \Subsidiary Guaranty\Financing Document, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Other Agreements, the Notes, the Subsidiary Guaranty or the Intercreditor Agreementany \Subsidiary Guaranty\Financing Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted any\ Restricted\ Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, or any \Subsidiary Guaranty\Financing Document, and (c) the Subsidiary Guaranty fees and costs incurred in connection with the Intercreditor initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial \Pengrowth Energy Corporation Note Purchase Agreement\ information related to this Agreement, with the Securities 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 you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by you).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the NotesParent Guaranty, the any Subsidiary Guaranty or the Intercreditor Agreement Notes (whether or not such amendment, waiver Roanoke Gas Company Private Shelf Agreement or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the NotesParent Guaranty, the any Subsidiary Guaranty or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the NotesParent Guaranty, the any Subsidiary Guaranty or the Intercreditor AgreementNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Parent Guaranty and any Subsidiary Guaranty and (c) the Intercreditor Agreementcosts 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 per Series of Notes. The Company will pay, and will save you each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by you)a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or 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 a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplemental Note Purchase Agreement), the Notes, the any Subsidiary Guaranty or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including any Supplemental Note Purchase Agreement), the Notes, the any Subsidiary Guaranty or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplemental Note Purchase Agreement), the Notes, the any Subsidiary Guaranty or the Intercreditor AgreementNotes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, the any Subsidiary Guaranty and by the Intercreditor AgreementNotes. The Company will pay, and will save you 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 those, if any, retained by youa Purchaser or other holder in connection with its purchase of the Notes).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent Corporation and the Company will jointly and severally agree to pay all costs and expenses (including reasonable attorneys’ ' fees of a single special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Notes or any Constituent Company Guaranty or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Notes or any Constituent Company Guaranty or the Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Notes or the Intercreditor Agreementany Constituent Company Guaranty, or by reason of being a holder of any Notenote, and (bB) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Parent Corporation or any Restricted Subsidiary (including, without limitation, the Company and any Constituent Company Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby or by the Notes, the Subsidiary Guaranty Notes or any Constituent Company Guaranty. The Parent Corporation and the Intercreditor Agreement. The Company will jointly and severally agree to pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by you).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will Obligors jointly and severally agree to pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of a your special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement Notes or any Subsidiary Guarantee (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, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor AgreementNotes or any Subsidiary Guarantee, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor AgreementNotes or any Subsidiary Guarantee, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Parent, the Company or any Restricted other Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company Obligors will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by you).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will and the Issuer jointly and severally agree to pay all reasonable and documented costs and expenses (including reasonable attorneys’ fees of a one special counsel for the Purchasers, which such counsel shall be Xxxxxxx and Xxxxxx LLP, in connection with the initial sale of the Notes and, if reasonably required, local or other counsel) incurred by you the Purchasers and each Other Purchaser or holder the holders of a Note Notes in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable and documented costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, Agreement or the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, or by reason of being a holder of any Note, and (b) to the extent reasonably documented, the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company and the Issuer jointly and severally agree that they will pay, and will save you each Purchaser and each other holder of a Note harmless from, all claims in respect of any reasonable fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by youthe Purchasers).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser the Purchasers or any other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel, fees of inside counsel, accountants, consultants and other similar professional fees) actually incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the NotesGuaranty Agreement, the Subsidiary Guaranty Notes or the Intercreditor Agreement, any Collateral Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the NotesGuaranty Agreement, the Subsidiary Guaranty Notes or the Intercreditor Agreementany Collateral Document, or by reason of being a holder of any Note, Note and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by the Subsidiary Guaranty Agreement and by the Intercreditor AgreementCollateral Documents. The Company will pay, and will save you the Purchasers and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by yousuch Person).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you and you, each Other Purchaser or and each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Agreement (including any Supplement) or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Agreement (including any Supplement) or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement (including any Supplement) or the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Material Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes. In addition, the Subsidiary Guaranty Company will pay the reasonable fees and expenses of special counsel for the Intercreditor Agreementinvestors and, if reasonably required by the Required Holders, local or other counsel, in connection with a transaction requiring an opinion of counsel pursuant to Section 10.7(2). The Company will pay, and will save you you, each Other Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those those, if any, retained by youa 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 a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Guaranty, the Security Documents or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Guaranty, the Security Documents or the Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Guaranty, the Security Documents or the Intercreditor Agreement, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, the Subsidiary Guaranty Guaranty, the Security Documents and the Intercreditor Agreement. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by you).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a one special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Guaranty, the Pledge Agreements or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Guaranty, the Pledge Agreements or the Intercreditor Agreement, Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Guaranty, the Pledge Agreements or the Intercreditor Agreement, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by the Subsidiary Guaranty Guaranty, the Pledge Agreements and the Intercreditor AgreementAgreement 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. The Company will pay, and will save you and each other Other Purchaser or holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by youa 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 the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, provided, that such costs and expenses in connection with the initial filing shall not exceed $3,500, with the Securities Valuation Office of the National Association of Insurance Commissioners or any successor organization, and all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser the Purchasers or any other holder of a Note in connection with such the transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or Mortgage Indenture (including the Intercreditor Agreement Supplemental Indenture) and the First Mortgage 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, the Notes, the Subsidiary Guaranty or Mortgage Indenture (including the Intercreditor AgreementSupplemental Indenture) and the First Mortgage Bonds, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty or Mortgage Indenture (including the Intercreditor AgreementSupplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note, Note and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by the Subsidiary Guaranty and Mortgage Indenture (including the Intercreditor AgreementSupplemental Indenture) or by the First Mortgage Bonds. The Company will pay, and will save you the Purchasers and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by yousuch Person).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of a Xxxxxxx, Swaine & Xxxxx, special counsel andto the Purchaser, if reasonably requireddirectly related to this Agreement and the actions contemplated hereby but excluding, local (i) with respect to (a) below, the fees and expenses of any other counsel to the Purchaser, (ii) with respect to (b) below, the fees and expenses of more than one counsel to the Purchaser and (iii) any fees and expenses incurred by or other counselin connection with a transferee of the Purchaser) incurred by you and each Other the Purchaser or holder of a Note in connection with such transactions (a) the negotiation, preparation, execution, and in connection with delivery of this Agreement and the Notes, (b) any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Support Agreement or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ac) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Support Agreement or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Support Agreement or the Intercreditor AgreementNotes, or by reason of being a holder of any Note, and (bd) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of American Water Works or the Company or any Restricted other Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Support Agreement and by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you and each other holder of a Note hold the Purchaser harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by youor on behalf of the Purchaser). Section 15.2.”

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 a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) reasonably incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Notes or any Subsidiary Guaranty or the Intercreditor Agreement Guarantee (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Notes or any Subsidiary Guaranty or the Intercreditor Agreement, Guarantee or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Notes or any Subsidiary Guaranty or the Intercreditor AgreementGuarantee, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Notes and any Subsidiary Guaranty and the Intercreditor AgreementGuarantee. The Company will agrees to pay, and will to save you each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those those, if any, retained by you)a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all costs and expenses (including reasonable attorneys’ fees of a one special counsel for the Purchasers and, if reasonably required, local or other counsel) incurred by you the Purchasers and each Other Purchaser or holder the holders of a Note Notes in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Notes or the Subsidiary Guaranty or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Notes or the Subsidiary Guaranty or the Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, the Notes, Notes or the Subsidiary Guaranty or the Intercreditor AgreementGuaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company an Obligor or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, or by the Subsidiary Guaranty Guaranty, and (c) the Intercreditor reasonable cost and expenses incurred in connection with the initial filing of this Agreement, all related documents and financial information, all subsequent annual and interim filings of documents and financial information related hereto with the Securities 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 you 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 retained by youthe Purchasers).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you each Purchaser, each Additional Purchaser and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty any Supplement or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notesany Supplement, the Notes or any Subsidiary Guaranty or the Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notesany Supplement, the Notes or any Subsidiary Guaranty or the Intercreditor AgreementGuaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by -41- any Supplement and by the NotesNotes 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 CMIAO provided, the Subsidiary Guaranty that such costs and the Intercreditor Agreementexpenses under this clause (c) shall not exceed $5,000. The Company will pay, and will save you each Purchaser, each Additional Purchaser and each other 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 those, if any, retained by youa Purchaser, an Additional Purchaser or other holder in connection with its purchase of its Notes).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Series 2009C Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor any Financing Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, any Financing Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor any Financing Agreement, or by reason of being a holder of any Series 2009C Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated herebyby any Financing Agreement and (c) the costs and expenses incurred in connection with the initial filing of any Financing Agreement and all related documents and financial information with the SVO, by provided that such costs and expenses under this clause (c) shall not exceed $5,000 for the Series 2009C Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you each Purchaser and each other holder of a Series 2009C Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those those, if any, retained by youa Purchaser or other holder in connection with its purchase of the Series 2009C 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 a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes 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, the Subsidiary Guaranty provided that such costs and the Intercreditor Agreementexpenses under this clause (c) shall not exceed $3,000 per Series. The Company will pay, and Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. Note Purchase Agreement will save you 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 those, if any, retained by youa 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 a one special counsel for the holders of the Notes and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the NotesGuaranty Agreements, the Subsidiary Guaranty Security Documents or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the NotesGuaranty Agreements, the Subsidiary Guaranty Security Documents or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the NotesGuaranty Agreements, the Subsidiary Guaranty Security Documents or the Intercreditor AgreementNotes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of any Guarantor, the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Guaranty Agreements and by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by you).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Majority Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Notes or any Subsidiary Guaranty or the Intercreditor Agreement Guarantee (whether or not such amendment, waiver or consent becomes effective). In addition, including, without limitation: the Company agrees to pay (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Notes or any Subsidiary Guaranty or the Intercreditor Agreement, Guarantee or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Notes or any Subsidiary Guaranty or the Intercreditor AgreementGuarantee, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, Notes and (c) the costs and expenses incurred from time to time in connection with the giving of additional Subsidiary Guaranty Guarantees and the Intercreditor Agreementother matters arising under Section 9.6. The Company will pay, and will save you 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 those, if any, retained by youa Purchaser or other holder in connection with its purchase of the Notes). In furtherance of the foregoing, on the date of the Closing the Company will pay or cause to be paid the fees and disbursements and other charges (including estimated unposted disbursements and other charges as of the date of the Closing) of the Purchasers’ special counsel which are reflected in the statement of such counsel submitted to the Company at least one Business Day prior to the date of the Closing. The Company will also pay, promptly upon receipt of supplemental statements therefor, reasonable additional fees, if any, and disbursements and other charges of such counsel in connection with the transactions hereby contemplated (including disbursements and other charges unposted as of the date of the Closing to the extent such disbursements and other charges exceed estimated amounts paid as aforesaid).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees of a one special counsel for the holders, taken as a whole, and, if reasonably requiredrequired by the Required Holders, one local or other counselcounsel in each applicable jurisdiction and/or one specialty counsel in any applicable specialty) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement any Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, any Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreementany Note Document, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisors’ feesadvisor for all of the holders, taken as a whole, incurred in connection with the insolvency or bankruptcy of the Company any Note Party or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated herebyby any Note Document 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. If required by the NotesNAIC, the Subsidiary Guaranty each Note Party shall obtain and the Intercreditor Agreementmaintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save you each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by youa Purchaser or other holder in connection with its purchase of the Notes), (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 and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company provided, that the Company shall have no obligation under this clause (iii) to the extent such obligation has resulted from (x) the gross negligence or willful misconduct of a holder or (y) the material breach in bad faith of such holder’s obligations hereunder.”

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

Transaction Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of a one special counsel and, if reasonably required, local or other counsel) incurred by you the Noteholders and each Other Purchaser or holder the holders of a Note Notes in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the NotesGuaranty Agreement, the Subsidiary Guaranty or Security Documents, the Intercreditor 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, the NotesGuaranty Agreement, the Subsidiary Guaranty Security Documents, the Intercreditor Agreement or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, the NotesGuaranty Agreement, the Subsidiary Guaranty Security Documents, the Intercreditor Agreement or the Intercreditor AgreementNotes, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you each Noteholder and each other holder of a Note harmless from, all claims in respect of any reasonable fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by youthe Noteholders).”

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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 $1,800 per series of Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, Madison Gas and Electric Company Note Purchase Agreement and will save you 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 those, if any, retained by youa 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 a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor AgreementNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes 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, the Subsidiary Guaranty provided that such costs and the Intercreditor Agreementexpenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save you 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 those, if any, retained by youa 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 a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, Notes and the Subsidiary Guaranty Guaranty, and (c) all costs and expenses of CT Corporation incurred pursuant to Section 22.8 hereofand (d) the Intercreditor Agreementcosts and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO of the NAIC, provided, that such costs and expenses under this clause (d) shall not exceed $3,000 per series. The Company will pay, and will save you 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 those, if any, retained by youa 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 a one firm of special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or holder other Holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement Notes (whether or not such amendment, waiver or (To Note Purchase Agreement) consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Subsidiary Guaranty or the Intercreditor 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 or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, Notes and (c) the Subsidiary Guaranty costs and expenses incurred in connection with the Intercreditor Agreementinitial filing of this Agreement and all related documents and financial information with the SVO provided. The Company will pay, and will save you 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 those, if any, retained by youa 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 agrees to pay all costs and expenses (including reasonable attorneys’ ' fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Parent Guaranty or the Intercreditor Agreement Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Parent Guaranty or the Intercreditor Agreement, Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Parent Guaranty or the Intercreditor AgreementSubsidiary Guaranty, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Parent Guarantor or any Restricted Subsidiary (including, without limitation, the Company) or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, Notes or by the Parent Guaranty or by any Subsidiary Guaranty and the Intercreditor AgreementGuaranty. The Company will and the Parent Guarantor jointly and severally agree to pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by you).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ ' fees of a one special counsel representing you and the Other Purchasers as a group and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, or the Notes, the Subsidiary Constituent Company Guaranty or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Constituent Company Guaranty or the Intercreditor Agreement, Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Constituent Company Guaranty or the Intercreditor Agreement, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Constituent Company Guaranty and the Intercreditor Agreement. The Company Obligors will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by you).”

Transaction Expenses. Whether or not any of the transactions contemplated hereby are consummated, the Company will pay pay, within 5 days of each demand therefor (such demand to be accompanied by supporting documentation in reasonable detail), (1) all of the reasonable costs and expenses incurred by the Investors (including including, without limitation, reasonable attorneys’ ' fees of a special counsel and, if reasonably required, local or other counselfor the Investors) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions the preparation, execution, delivery and administration of this Agreement, the Notes and the other Note Documents, (2) all of the reasonable costs and expenses incurred by the Investors (including, without limitation, reasonable attorneys' fees of a special counsel for the Investors) in connection with any all of the amendments, waivers or consents under or in respect of this Agreement, the Notes, Notes or any of the Subsidiary Guaranty or the Intercreditor Agreement other Note Documents (whether or not such amendment, waiver or consent becomes effective), and (3) all of the reasonable costs and expenses incurred by the Investors and each other holder of a Note (including, without, limitation, reasonable attorneys' fees of a special counsel for the Investors) in connection with the enforcement of this Agreement, the Notes and the other Note Documents, and the custody and preservation of, or the sale or collection from, or other realization upon, any of the Collateral, including, without limitation: (a1) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Notes or any of the Subsidiary Guaranty or the Intercreditor Agreement, other Note Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, Notes or any of the Subsidiary Guaranty or the Intercreditor Agreementother Note Documents, or by reason of being a holder of any Notethe Notes, and (b2) the reasonable costs and expensesexpenses (including, including without limitation, financial advisors’ ' fees, ) incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Restricted Subsidiary of its Subsidiaries or in connection with any work-out out, renegotiation or restructuring of any of the transactions contemplated hereby, by the Notes, Notes or by the Subsidiary Guaranty and the Intercreditor Agreementother Note Documents. The Company will pay, and will save you hold the Investors and each other holder of a Note the Notes harmless from, all claims any claim, demand or liability in respect of any fees, costs or expenses, if any, of brokers alleged to have been incurred by brokers, placement agents and finders (in connection with the transactions contemplated by this Agreement or the Note Documents. The Company and the Investors represent and warrant to each other that each has not retained any broker, placement agent or finder with regard to this Agreement, the Notes and the Note Documents other than those Credit Research & Trading LLC retained by you)the Company, whose fees, costs and expenses shall be paid from the proceeds of the sale and purchase of the Notes. The amounts payable by the Company pursuant to this Section XII(A) shall not exceed $75,000.”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement 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, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement, any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement, any Security Document or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, the Subsidiary Guaranty and the Intercreditor AgreementAgreement or by any Security Document. The Company will pay, and will save you 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 those, if any, retained by youa 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 (expenses, including the cost of obtaining the Private Placement Number, the reasonable attorneys’ fees and disbursements of a external counsel for the Trustees and the reasonable fees, charges and disbursements of special counsel to each of the Class A1 Noteholders, Class A2 Noteholders and Credit Support Parties; provided that the Class A1 Noteholders shall all use the same counsel, the Class A2 Noteholders shall all use the same counsel and the Credit Support Parties shall all use the same counsel and, if reasonably required, local or other counsel) counsel incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Notes and the Subsidiary Guaranty or the Intercreditor Agreement other Project Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Notes or the Intercreditor Agreement, other Project Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Notes or the Intercreditor Agreementother Project Documents, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary RBF Party or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Guaranty Notes and the Intercreditor Agreementother Project Documents. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expensesexpenses of (a) the arranger, if anyBTM Financial Services, of Inc., (b) the structuring agent, BTM Capital Corporation, and (c) any other brokers and finders (other than those retained by youyou or the other Purchasers).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company CompanyObligors will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel andfor the Purchasers, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you each Purchaser and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Notes or any Subsidiary Guaranty or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Notes or any Subsidiary Guaranty or the Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Notes or any Subsidiary Guaranty or the Intercreditor AgreementGuaranty, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Companyeither Obligor or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Notes and any Subsidiary Guaranty and the Intercreditor AgreementGuaranty. The Company CompanyObligors will pay, and will save you 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 those, if any, retained by youa 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 a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or Security Agreement, the Pledge Agreement, the Intercreditor Agreement or the Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Security Agreement, the Pledge Agreement, the Intercreditor Agreement or the Subsidiary Guaranty or the Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Security Agreement, the Pledge Agreement, the Intercreditor Agreement or the Intercreditor AgreementSubsidiary Guaranty, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by you).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and (c) the -30- Madison Gas and Electric Company costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, the Subsidiary Guaranty provided that such costs and the Intercreditor Agreementexpenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save you 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 those, if any, retained by youa 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 a special counsel (but only one in connection with the transaction contemplated hereby) and, if reasonably required, local or other special counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty, the Subsidiary Guaranty or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty, the Subsidiary Guaranty or the Intercreditor Agreement, Agreement or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by you).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a single special counsel for the Purchasers and, if reasonably requiredrequired by the Required Holders, a single local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Notes or the Subsidiary Guaranty or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Notes or the Subsidiary Guaranty or the Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, Notes or the Subsidiary Guaranty or the Intercreditor AgreementGuaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and (c) the costs, expenses, fees and disbursements of the Subsidiary Guaranty Paying Agent and the Intercreditor Registrar in connection with the performance of its duties under the Paying Agent Agreement. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by you).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonably and properly documented out-of-pocket costs and expenses (including reasonable and properly documented attorneys’ fees of a one special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Collateral Documents or the Subsidiary Guaranty or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Collateral Documents or the Subsidiary Guaranty or the Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Collateral Documents or the Intercreditor AgreementSubsidiary Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by the Collateral Documents and the Subsidiary Guaranty and (c) the Intercreditor Agreementcosts and expenses not in excess of $3,000 per series of Notes incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company will pay, and will save you and each other Other Purchaser or holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by youa 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 a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in STEPAN COMPANY NOTE PURCHASE AGREEMENT respect of this Agreement, the Notes, the any Subsidiary Guaranty or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective)) within 15 Business Days after the Company’s receipt of any invoice therefor, including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the any Subsidiary Guaranty or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the any Subsidiary Guaranty or the Intercreditor AgreementNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Notes and any Subsidiary Guaranty and (c) the Intercreditor Agreementcosts 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 you 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 those, if any, retained by youa 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 a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers STEPAN COMPANY NOTE PURCHASE AGREEMENT and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the any Subsidiary Guaranty or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective)) within 15 Business Days after the Company’s receipt of any invoice therefor, including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the any Subsidiary Guaranty or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the any Subsidiary Guaranty or the Intercreditor AgreementNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Notes and any Subsidiary Guaranty and (c) the Intercreditor Agreementcosts 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 you 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 those, if any, retained by youa 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 Parent Guarantor and the Obligor willjointly and severally agree to pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement any Finance Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, any Finance Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreementany Finance Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent Guarantor, the Obligor, either Partner or any Restricted Subsidiary Member or in connection with any work-out or restructuring of the transactions contemplated hereby, by the NotesNotes or by any other Finance Document 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, the Subsidiary Guaranty provided that such costs and the Intercreditor Agreementexpenses under this clause (c) shall not exceed U.S.$4,400. The Company Parent Guarantor and/or the Obligor will pay, and will save you 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 those, if any, retained by youa Purchaser or other holder in connection with its purchase of the Notes).”

Transaction Expenses. Whether or not the transactions contemplated hereby Note Purchase and the other Note Purchase Transactions are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ attorney's fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser the Purchasers or holder any holders of a Note Senior Secured Notes in connection with such transactions the administration of the Note Documents, including (a) the costs and in connection with expenses of any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement Senior Secured Notes (whether or not such amendment, waiver or consent becomes effective), includingor any other Note Document, without limitation: (ab) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Senior Secured Notes or any of the Subsidiary Guaranty or the Intercreditor Agreement, other Note Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, Senior Secured Notes or any of the Subsidiary Guaranty or the Intercreditor Agreementother Note Documents, or by reason of being a holder of any Senior Secured Note, and (bc) subject to the terms of the Intercreditor Agreement, the reasonable costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out out, renegotiation or restructuring of the transactions contemplated hereby, by the Notes, Senior Secured Notes and by the Subsidiary Guaranty and the Intercreditor Agreementother Note Documents. The Company will pay, pay and will save you each Purchaser and each other holder of a Senior Secured Note harmless from, from all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by you)such Purchaser) or such 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 a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, Agreement or in responding to any subpoena or other legal process or informal investigative demand issued by reason of being a holder of any Note or in connection with this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, or by reason of being a holder of any Note, Agreement and (b) the costs and expenses, including the fees of one financial advisors’ feesadvisor acting on behalf of all of the holders of the Notes, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you 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 those, if any, retained by you)a Purchaser or other holder in connection with its purchase of the Notes) in connection with the offer and sale 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 a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, Notes and the Subsidiary Guaranty Guaranty, and the Intercreditor Agreement(c) all costs and expenses of CT Corporation incurred pursuant to Section 22.8 hereof. The Company will pay, and will save you 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 those, if any, retained by youa 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 a one special counsel for you and the Other Purchasers collectively and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or Pledge Agreement, the Intercreditor Agreement or the Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Pledge Agreement, the Intercreditor Agreement or the Subsidiary Guaranty or the Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Pledge Agreement, the Intercreditor Agreement or the Intercreditor AgreementSubsidiary Guaranty, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by you).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will and the Issuer jointly and severally agree to pay all reasonable costs and expenses (including reasonable attorneys’ fees of a one special counsel for the Purchasers and, if reasonably required, local or other counsel) incurred by you the Purchasers and each Other Purchaser or holder the holders of a Note Notes in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Notes or the Subsidiary Guaranty or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Notes or the Subsidiary Guaranty or the Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, the Notes, Notes or the Subsidiary Guaranty or the Intercreditor AgreementGuaranty, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, Notes and the Subsidiary Guaranty and the Intercreditor AgreementGuaranty. The Company and the Issuer jointly and severally agree that they will pay, and will save you each Purchaser and each other holder of a Note harmless from, all claims in respect of any reasonable fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by youthe Purchasers).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Fund will pay all costs and expenses (including reasonable ClearBridge Energy MLP Fund Inc. Note Purchase Agreement attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement 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, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, any Financing Agreements or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreementany Financing Agreements, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary Fund or in connection with any work-out or restructuring of the transactions contemplated hereby, the Financing Agreements and by the NotesNotes 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, the Subsidiary Guaranty provided that such costs and the Intercreditor Agreementexpenses under this clause (c) shall not exceed $3,000. The Company Fund will pay, and will save you 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 those, if any, retained by youa 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 of a special counsel for the Purchasers. If the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counselfees) incurred by you each Purchaser and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with enforcements of rights hereunder or any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you 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 those, if any, retained by youa Purchaser or other holder in connection with its purchase of the Notes).”. Xxxxxx Xxxxxx, Inc. Note Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummatedconsummated or any Notes are issued hereunder, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Notes or the Intercreditor Agreement any guaranty thereof (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Notes or the Intercreditor Agreement, any guaranty thereof or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Notes or the Intercreditor Agreementany guaranty thereof, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, Notes and any guaranty thereof and (c) the Subsidiary Guaranty costs and expenses incurred in connection with the Intercreditor Agreementinitial filing of this Agreement and all related documents and financial information with the SVO. The Company will pay, and will save you each Purchaser and each other 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 those, if any, retained by youa 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 a one special counsel for the Purchasers and for the Additional Purchasers and, if reasonably requiredrequired by the Required Holders, one local or other counsel) incurred by you the Purchasers, the Additional Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Agreement (including any Supplement) or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Agreement (including any Supplement) or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement (including any Supplement) or the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by any Supplement and by the Notes and (c) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 for each tranche of each Series of Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by you).”or on behalf of the Company. For the avoidance of doubt, the Company will

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including expenses, including, subject to the cap and other conditions set forth in Section 4.7, reasonable attorneys’ fees of a special counsel and, if reasonably required, local for the Purchasers (or other counselany Additional Purchasers) incurred by you each Purchaser and each Other Additional Purchaser or and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, Agreement (including any Supplement) or the Notes, the Notes or any Subsidiary Guaranty or the 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 (including any Supplement) or the Notes, the Notes or any Subsidiary Guaranty or the Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Agreement (including any Supplement) or the Intercreditor AgreementNotes or any Subsidiary Guaranty, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out workout or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by youa Purchaser or other holder in connection with its purchase of 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 a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or Guaranty, the Intercreditor Agreement or any other Transaction Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend or cause the Collateral Agent to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty or Guaranty, the Intercreditor AgreementAgreement or any other Transaction Document (including, without limitation, to protect, collect, lease, sell, take possession of, release or liquidate any of the Collateral) or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty or Guaranty, the Intercreditor AgreementAgreement or any other Transaction Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, Notes and the Subsidiary Guaranty Guaranty, (c) all costs and expenses, including without limitation reasonable attorneys’ fees, preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Liens granted in the Collateral Documents and the Intercreditor Agreementrights of the holders or of the Collateral Agent for the benefit of the holders, (d) all costs and expenses of CT Corporation incurred pursuant to Section 22.8 hereof, (e) the fees, costs and expenses of the Collateral Agent and (f) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO of the NAIC, provided, that such costs and expenses under this clause (f) shall not exceed $3,000. The Company will pay, and will save you 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 those, if any, retained by youa 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 a one special counsel for the Purchasers and, if reasonably required, local or other counsel) incurred by you Prudential or each Purchaser and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Notes or the Subsidiary Guaranty or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Notes or the Subsidiary Guaranty or the Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, the Notes, Notes or the Subsidiary Guaranty or the Intercreditor AgreementGuaranty, or by reason of being a holder of any Note, 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 Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, Notes and by the Subsidiary Guaranty and the Intercreditor AgreementGuaranty. The Company will pay, and will save you each Purchaser and each other holder of a Note harmless from, all claims in respect of any reasonable fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by youthe Purchasers).”

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Guaranty, the Pledge Agreement or the Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Guaranty, the Pledge Agreement or the Intercreditor Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Guaranty, the Pledge Agreement or the Intercreditor Agreement, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, the Subsidiary Guaranty Guaranty, the Pledge Agreement and the Intercreditor Agreement, and (c) the fees and costs 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 Securities Valuation Office of the National Association of Insurance Commissioners or any successor organization acceding to the authority thereof. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by you).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a one special counsel and, if reasonably requiredrequired by the Required Holders, one local or other counselcounsel in each relevant jurisdiction) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions transactions, and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Notes or the Intercreditor Agreement any other Finance Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable fees and expenses of the Collateral Agent and its counsel required to be paid under the Collateral Documents, (b) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Notes or the Intercreditor Agreement, any other Finance Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Notes or the Intercreditor Agreementany other Finance Document, or by reason of being a holder of any Note, (bc) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Guaranty Notes and the Intercreditor Agreementother Finance Documents and (d) 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 (d) shall not exceed $5,000. The Company will pay, and will save you 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 those, if any, retained by youa 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 a special counsel and, if reasonably requiredrequired by the Required Holders, local counsel or other counselcounsel with specialized legal expertise) incurred by you the Investor Group Representatives, the Purchasers and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor AgreementNotes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, Notes and the Subsidiary Guaranty and (c) the Intercreditor Agreementcosts 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 for the initial Series of Notes and $3,500 for each additional Series of Notes. The Company will pay, and will save you each Investor Group Representative, each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by you)an Investor Group Representative, a Purchaser or other holder in connection with its purchase of the Notes) and (2) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or 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 the reasonable out-of-pocket 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 Capital Markets & Investment Analysis Office of the National Association of Insurance Commissioners or any successor organization, (which costs and expenses shall not exceed $3,500 without the prior written consent of the Company) all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser the Purchasers or any other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Notes or the Intercreditor Guaranty Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Notes or the Intercreditor Agreement, Guaranty Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty Notes or the Intercreditor Guaranty Agreement, or by reason of being a holder of any Note, Note and (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you the Purchasers and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by yousuch Person).”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses of a special counsel for the Purchasers. If the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counselfees) incurred by you each Purchaser and each Other Purchaser or other holder of a Note in connection with such transactions and in connection with enforcements of rights hereunder or any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Agreement or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out HXXXXX XXXXXX, INC. Note Purchase Agreement or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you 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 those, if any, retained by youa 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 actual out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you each Purchaser and each Other Additional Purchaser or and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or Eagle Materials Inc. Note Purchase Agreement consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty Agreement (including any Supplement) or the Intercreditor Agreement Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty Agreement (including any Supplement) or the Intercreditor Agreement, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement (including any Supplement) or the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those those, if any, retained by youa 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 Fund will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Note in connection with ClearBridge Energy MLP Fund Inc. Note Purchase Agreement such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement 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, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, any Financing Agreements or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreementany Financing Agreements, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary Fund or in connection with any work-out or restructuring of the transactions contemplated hereby, the Financing Agreements and by the NotesNotes 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, the Subsidiary Guaranty provided that such costs and the Intercreditor Agreementexpenses under this clause (c) shall not exceed $3,000 per Series. The Company Fund will pay, and will save you 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 those, if any, retained by youa 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 a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by you the Purchasers and each Other Purchaser or other holder of a Series 2014B Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor any Financing Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor Agreement, any Financing Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Subsidiary Guaranty or the Intercreditor any Financing Agreement, or by reason of being a holder of any Series 2014B Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated herebyby any Financing Agreement and (c) the costs and expenses incurred in connection with the initial filing of any Financing Agreement and all related documents and financial information with the SVO, by provided that such costs and expenses under this clause (c) shall not exceed $1,350 per tranche for the Series 2014B Notes, the Subsidiary Guaranty and the Intercreditor Agreement. The Company will pay, and will save you each Purchaser and each other holder of a Series 2014B Note harmless from, all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those those, if any, retained by youa Purchaser or other holder in connection with its purchase of the Series 2014B Notes).”