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 the Purchaser’s special counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)5,000. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)3,500. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

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 Purchaser’s special Purchasers and, if reasonably required by the Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers each Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or Agreement, the Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the Notesany Subsidiary Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)5,000. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the its Notes), (2) any . Costs and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note expenses payable pursuant to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to be paid in either Dollars or Euros depending on the extent permitted by law) to notify the Company of any event requiring currency in which such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphcosts and expenses are incurred and billed.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty, any Collateral Document or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty, any Collateral Document or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty, any Collateral Document or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, any Collateral Document and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes4,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all out-of-pocket costs and expenses (including reasonable attorneys’ fees of the Purchaser’s a special counsel and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers 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 Intercreditor Agreement or the Notes any Guaranty Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or Agreement, the Notes or any Guaranty Agreement as against any Obligor or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Intercreditor Agreement or the Notesany Guaranty 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 Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notesany Purchaser), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 Purchaser’s special Purchasers and, if reasonably required by the Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers each Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or Agreement, the Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the Notesany Subsidiary Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)5,000. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the its Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guarantee Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guarantee Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guarantee Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guarantee Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)3,500. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective)) within 15 Business Days after the Company’s receipt of an invoice therefor, including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)3,500 for each Series. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including including, but with respect to the payment of attorneys’ fees, limited to, reasonable and documented attorneys’ fees of one special counsel and, if reasonably required by the Purchaser’s special counselRequired Holders, ArentFox Schiff LLPone local or other counsel in each applicable jurisdiction for the Purchasers and the holders) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisors’ feesadvisor for the Purchasers and holders of Notes, as a whole, incurred in connection with the insolvency or bankruptcy of the Company or any Significant Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and the Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If 5,500 and (d) if required by the NAIC, the Company shall obtain cost of obtaining and maintain at its own cost and expense maintaining a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) subject to Section 14.3, any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, 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. For the avoidance of doubt, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (not apply with respect to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, judgment, order or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphdecree.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any NPA Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any NPA Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any NPA Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any NPA Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series Series of NotesNote. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guarantee Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guarantee Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guarantee Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guarantee Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)3,500. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

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 firm of special counsel and, if reasonably required by the Purchaser’s special Required Holders, local or other specialty counsel, ArentFox Schiff LLP) incurred by the Purchasers and each the other holder holders of a Note in connection with such transactions (including reasonable fees, charges and disbursements of the Purchasers’ special counsel incurred on and after the date of the Closing with respect to preparation and delivery of closing document sets and binders for the transactions contemplated hereby to the holders of Notes and other Persons) and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby 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 reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer will pay all costs and expenses (including reasonable attorneys’ fees of the Purchaser’s a special counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Affiliate Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Affiliate Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Affiliate Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Affiliate Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per 3,500 for each series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any the Issuer’s bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

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 the Purchaser’s one special counsel and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, including without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO or any successor organization succeeding to the authority thereof and (c) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby 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 reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes). In furtherance of the foregoing, on each Closing Date the Company will pay the reasonable fees and disbursements and other charges (2including estimated unposted disbursements and other charges as of such date) any and all wire transfer fees that any bank or other financial institution deducts from any payment under of Purchasers’ special counsel which are reflected in the statement of such Note special counsel submitted to the Company at least one Business Day prior to such holder or otherwise charges to a holder date. The Company will also pay, promptly upon receipt of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitationsupplemental statements therefor, reasonable attorneys’ fees additional fees, if any, and expenses) or obligation resulting from the consummation disbursements and other charges of such special counsel in connection with the transactions hereby contemplated hereby, (including the use disbursements and other charges unposted as of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available date to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers disbursements and one or more holders (not arising other charges exceed estimated amounts paid as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controlsaforesaid). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes any Transaction Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes any Transaction Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany 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 any Obligor or any Subsidiary of its Subsidiaries or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby by this Agreement are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note Holder in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Indenture or the Notes Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Indenture or the Notes Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Indenture or the NotesBonds, or by reason of being a holder of any Note, Holder; (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby by this Agreement, the Indenture and by the Notes Bonds; and (c) the costs and expenses incurred in connection with cost of obtaining Private Placement Numbers issued by Standard & Poor’s CUSIP Service Bureau for the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of NotesBonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note Holder harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder Holder in connection with its purchase of the NotesBonds), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note Bond to such holder Holder or otherwise charges to a holder of a Note Holder with respect to a payment under such Note ▇▇▇▇ and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, 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 Bonds by the Company. Notwithstanding the foregoing, provided that such agreement by the Company shall not be required to pay and save harmless shall not, as to any costs or expenses of a Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any if such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations shall have failed to purchase any Bonds that it is obligated to purchase under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphAgreement.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)3,500. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes or any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the NotesNotes or any Subsidiary Guaranty, or by reason of being a holder of any Note, Note or any Subsidiary Guaranty or (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 Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchaser’s special Purchasers and, if reasonably required by the Required Holders, one local counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes3,500 in the aggregate. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, ; provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series 3,500; provided, further, that the aggregate amount of Notesattorneys’ fees of a special counsel to the Purchasers and, if reasonably required by the Required Holders, local or other counsel incurred in connection with the execution and delivery of this Agreement and the Closing of the Notes and to be paid by the Company shall not exceed $100,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). WhiteHorse Finance, Inc. Note Purchase Agreement The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Notes or the Notes Guaranty Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Notes or the Notes Guaranty Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the NotesGuaranty Agreement, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and the Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)3,000. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees of a special counsel and, if reasonably required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the documented out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the documented out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per 5,500 for each series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Authority will pay all reasonable, out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with the development, preparation, negotiation and execution of this Agreement, any Note Guarantee, the Notes or the other Note Documents (provided, the Authority will not be required to reimburse any such transactions and expense of counsel to any holder that is not a Purchaser unless it has approved the incurrence of such expense in connection with advance, such approval not to be unreasonably withheld or delayed) or any amendments, waivers or consents under or in respect of this Agreement or the Notes thereunder (whether or not such amendment, waiver or consent becomes effective). The Authority will pay all reasonable, includingout-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, without limitationif reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to Agreement, any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Note Guarantee or the Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Authority or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)any Note Guarantee. The Company Authority will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)5,000. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

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 the Purchaser’s your special counsel and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, including without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby 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 reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than thosethose retained by you). In furtherance of the foregoing, on the date of the Closing the Company will pay or cause to be paid the reasonable fees, disbursements and other charges (including estimated unposted disbursements and other charges as of the date of the Closing) of your special counsel which are reflected in the statement of such special counsel submitted to the Company on or prior to the date of the Closing. The Company will also pay, promptly upon receipt of supplemental statements therefor, reasonable additional fees, if any, retained by a Purchaser or and disbursements and other holder charges of such special counsel in connection with its purchase the transactions hereby contemplated (including disbursements and other charges unposted as of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation date of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available Closing to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising amounts exceed estimated amounts paid as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controlsaforesaid). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 the Purchaser’s a special counsel and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Subsidiary Guaranty, or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Subsidiary Guaranty, or the Notes Notes, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Subsidiary Guaranty, or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any other Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by the Subsidiary Guaranty, and by the Notes Notes, and (c) the costs and expenses not in excess of $3,000 incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series Securities Valuation Office of Notes. If required by the NAIC, National Association of Insurance Commissioners or any successor organization succeeding to the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)authority thereof. The Company Obligors will pay, and will save each Purchaser you and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notesyou), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, or by reason of being a holder of any Note, ; (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Guaranty Agreement; and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)3,000. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, from (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder holder) in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note Notes and (3ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, 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 due to (a) any failure of any representation or warranty of the Company in this Agreement to be true and correct in all material respects on the date as of which made and at the time of the Closing (except, in each case, to the extent any representation or warranty expressly relates to a different date, in which case as of such agreement different date) or (b) any failure by the Company to pay and save harmless shall not, as to perform or comply in all material respects with any Purchaser covenant or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under agreement contained in this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphAgreement.

Transaction Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of the Purchaser’s a special counsel and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers 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 (and/or any Supplemental Note Purchase Agreement), the Notes or any Security Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or (and/or any Supplemental Note Purchase Agreement), the Notes or any Security Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (and/or any Supplemental Note Purchase Agreement), the Notes or the Notes, any Security Document or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Reporting Entity or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and (and/or any Supplemental Note Purchase Agreement), by the Notes or by any Security Document. Without limiting the generality of the foregoing, the Company shall pay all fees, charges and (cdisbursement of special counsel referred to in Section 4.4(b) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause Closing within ten (c10) shall not exceed $5,000 per series of Notes. If required days after receipt by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)of such special counsel’s invoice therefor. The Company will pay, and will save hold 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 with respect to the Notes (other than those, if any, those retained by a such Purchaser or other holder of a Note). (b) Without limiting the foregoing, the Company agrees to pay all fees of the Collateral Agent in connection with its purchase the preparation, execution and delivery of the Notes), (2) any Collateral Document and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated herebythereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company but not limited to reasonable attorney’s fees; to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that Collateral Agent from time to time reasonable compensation for all services rendered by it under any such judgmentCollateral Document; to indemnify the Collateral Agent for, liabilityand to hold it harmless against, claimany loss, order, decree, fine, penalty, cost, fee, liability or expense or obligation (i) resulted from the incurred without gross negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of any such Purchaser Collateral Document, including, but not limited to, the costs and expenses of defending itself against any claim or holder, (ii) resulted from a claim brought by liability in connection with the Company against such Purchaser exercise or holder for material breach performance of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company powers or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphduties thereunder.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any NPA Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any NPA Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any NPA Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any NPA Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series Series of NotesNote. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders Public Service Company of New Mexico Note Purchase Agreement (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Parent Guaranty, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Parent Guaranty, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Parent Guaranty, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, the Parent Guaranty and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 3,000 per series Series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, Roanoke Gas Company Private Shelf Agreement of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or Agreement, the Notes or any other Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or Agreement, the Notes or any other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the Notesany other Note Document, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes. The Company will also pay all costs and expenses (cincluding reasonable attorneys’ fees) incurred by the Collateral Agent in connection with the Collateral Documents, including, without limitation; (a) search, filing and recording fees and expenses, (b) costs and expenses incurred in connection with the initial filing perfection, protection or preservation of this Agreement rights or interests under the Collateral Documents, and all related documents (c) the costs and expenses, including financial information advisors’ fees, incurred in connection with the SVOinsolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated by the Collateral Documents. The Company shall not, providedin connection with any of the matters described in this Section 15.1, that such reimbursed be liable for the costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by more than one separate legal firm, and separate local counsel as reasonably required, for the NAIC, holders of the Company shall obtain and maintain at Notes unless a holder of a Note reasonably determined that its own cost and expense interests as such a Legal Entity Identifier (LEI)holder differ from the interests of other holders of Notes so as to require legal advice. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty 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 Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)3,500. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder of a Note in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.”

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes3,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the . The York Water Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.Note Purchase Agreement

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 the Purchaser’s a special counsel and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Guarantees, any Subsidiary Guarantee or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Guarantees, any Subsidiary Guarantee or the Notes after an Event of Default or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Guarantees, any Subsidiary Guarantee or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Guarantor, the Company or any Subsidiary or in connection with any work-out or restructuring after an Event of Default of the transactions contemplated hereby hereby, by the Notes, by the Guarantees and by the Notes any Subsidiary Guarantee 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, provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)U.S.$3,300. The Company will pay, and Obligors will save each Purchaser and each other holder of a Note harmless from, (1) from all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a such Purchaser or other holder in connection with its purchase of the Notesholder), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable and properly documented out-of-pocket costs and expenses (including reasonable and properly documented attorneys’ fees of one special counsel and, if reasonably required by the Purchaser’s special Required Holders, local counsel, ArentFox Schiff LLP) incurred by the Purchasers you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement or the Notes Collateral Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement or the Notes Collateral Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement or the NotesCollateral Documents, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes Notes, by the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement and the Collateral Documents and (c) the costs and expenses expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser you and each other Other Purchaser or holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of the Purchaser’s a special counsel and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty or any Subordination Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Notes, the Subsidiary Guaranty or the Notes any Subordination Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or Agreement, the Notes, the Subsidiary Guaranty or any Subordination Agreement, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Fund, the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes Notes, by the Subsidiary Guaranty or by any Subordination Agreement and (c) the fees and costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series Securities Valuation Office of Notes. If required by the NAIC, National Association of Insurance Commissioners or any successor organizations succeeding to the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)authority thereof. The Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notesyou), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer will pay all costs and expenses (including reasonable attorneys’ fees of the Purchaser’s a special counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Affiliate Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Affiliate Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Affiliate Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent, the Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Affiliate Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)5,000. The Company Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any the Issuer’s bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel (reasonably acceptable to each Purchaser, any Additional Purchaser and each other holder of a Note) for, collectively, the Purchasers (and Additional Purchasers under any Supplement) and each other holder of a Note, taken as a whole, and, if reasonably required by the Required Holders, one local counsel (reasonably acceptable to each Purchaser’s special counsel, ArentFox Schiff LLPany Additional Purchaser and each other holder of a Note) in each relevant jurisdiction for all such holders, taken as a whole) incurred by the Purchasers Purchasers, the Additional Purchasers, if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement), any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement), any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in AG Twin Brook Capital Income Fund Master Note Purchase Agreement connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 3,500 per series of Notestranche. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser and an Additional Purchaser, or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (includingbut limited, without limitation, reasonable in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers, the Additional Purchasers, if any, and each other holder of a Note, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall notin each case, as to any Purchaser or holder, be available to the extent that other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation (i) that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any Note by such Purchaser, Additional Purchaser or holder, such holder of a Note or (iiy) resulted from a claim brought by between a Purchaser and an Additional Purchaser, or holder of a Note, on the Company against such one hand, and any other Purchaser, Additional Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to a Note, on the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or other hand (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not other than claims arising as a result out of any act or omission by the CompanyCompany and/or its Affiliates). Notwithstanding anything to the contrary, the Company shall not be liable to a Purchaser and an Additional Purchaser, or holder of a Note for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of its Affiliates that directly Control the transactions contemplated hereunder or under the Subsidiary Guaranty or any Note asserted by a Purchaser and an Additional Purchaser, or a holder of a Note against the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphAffiliates.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all costs and expenses (including reasonable attorneys’ ' fees of one special counsel for the Purchaser’s special Purchasers and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder the holders of a Note Notes in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or Agreement, the Notes or any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or Agreement, the Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement Agreement, the Notes or the Notesany Subsidiary Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company an Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, or by any Subsidiary Guaranty, and (c) the costs reasonable cost and expenses incurred in connection with the initial filing of this Agreement and Agreement, all related documents and financial information, all subsequent annual and interim filings of documents and financial information related hereto with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series Securities Valuation Office of Notes. If required by the NAIC, National Association of Insurance Commissioners or any successor organization succeeding to the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)authority thereof. The Company Obligors will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the NotesPurchasers), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of a special counsel and, if reasonably required by the Purchaser’s special Required Holders, local counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (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 Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)U.S.$5,000. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty 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 Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of NotesNote. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes5,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby (including by any Supplement) are consummated, the Company will Parent Guarantor and the Company, jointly and severally, agree to pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any Supplements (and the issuance of Notes thereunder), amendments, waivers or consents under or in respect of this Agreement Agreement, the Notes or the Notes Guaranty (whether or not such Supplement, 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 Supplement), the Notes or the Notes Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement), the Notes or the NotesGuaranty, 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 Company, the Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby (including any Supplement) and by the Notes and the Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and any Supplement and all related documents and financial information with the SVO, ; provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series 3,500 for each Series or tranche of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will Parent Guarantor and the Company, jointly and severally, agree to pay, and will save each Purchaser and each other holder of a Note harmless from, from (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ attorney’s fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby 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, provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)1,500.00. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will Parent Guarantor and the Company, jointly and severally, agree to pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Notes, the Parent Guaranty or the Notes any Affiliate Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Notes, the Parent Guaranty or the Notes any Affiliate Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or Agreement, the Notes, the Parent Guaranty or any Affiliate 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 Company, the Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, the Parent Guaranty and any Affiliate Guaranty, (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 reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per 3,000 for each series and (d) the costs, expenses, fees and disbursements of Notes. If required by the NAIC, Paying Agent and the Company shall obtain and maintain at Registrar in connection with the performance of its own cost and expense a Legal Entity Identifier (LEI)duties under the Paying Agent Agreement. The Company will Parent Guarantor and the Company, jointly and severally, agree to pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes). Essex Portfolio, (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such L.P. Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or Agreement, the Notes or any other Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or Agreement, the Notes or any other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued (i) in connection with this Agreement Agreement, the Notes or the Notesany other Note Document, or (ii) by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any other 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, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 3,500 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes3,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, or by reason of being a holder of any Note, ; (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Guaranty Agreement; and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)3,000. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notesholder), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of the Purchaser’s a special counsel and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers 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 Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Guaranty Agreement or the Notes, or by reason of being a holder of any NoteNote or a beneficiary of the Guaranty Agreement, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by the Guaranty Agreement and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees of one special counsel for the Purchaser’s special Purchasers and any Additional Purchasers, as a group, and, if reasonably required by the Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers each Purchaser and each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement), any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including any Supplement), any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement), any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby (including any Supplement) and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per 4,000 for each series or tranche of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or an Additional Purchaser or other holder in connection with its purchase of the Notes). If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (2) LEI). For the avoidance of doubt, costs and expenses shall include any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note Registration Duty. This Section 15.1 shall not apply with respect to a payment under such Note and (3) Taxes other than any judgmentTaxes that represent losses, liabilityclaims, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) damages or obligation resulting similar charges arising from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more PurchasersTax claim. Waste Connections, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.Inc. Note Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Constituent Companies will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Subsidiary Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Subsidiary Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and the Subsidiary Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes3,500. If required by the NAIC, the Company Issuer shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company Constituent Companies will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphIssuer.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of the Purchaser’s a special counsel and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers Prudential, any Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or Agreement, the Notes or any Guaranty Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the Notesany Guaranty Agreement, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, any Guaranty Agreement and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the NotesPurchasers), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 the Purchaser’s one special counsel and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, including without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO or any successor organization succeeding to the authority thereof and (c) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby 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 reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes). In furtherance of the foregoing, on the date hereof and on each Closing Date the Company will pay the reasonable fees and disbursements and other charges (2including estimated unposted disbursements and other charges as of such date) any and all wire transfer fees that any bank or other financial institution deducts from any payment under of Purchasers’ special counsel which are reflected in the statement of such Note special counsel submitted to the Company at least one Business Day prior to such holder or otherwise charges to a holder date. The Company will also pay, promptly upon receipt of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitationsupplemental statements therefor, reasonable attorneys’ fees additional fees, if any, and expenses) or obligation resulting from the consummation disbursements and other charges of such special counsel in connection with the transactions hereby contemplated hereby, (including the use disbursements and other charges unposted as of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available date to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers disbursements and one or more holders (not arising other charges exceed estimated amounts paid as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controlsaforesaid). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 special counsel and, if reasonably required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guarantee or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guarantee or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guarantee or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guarantee, 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, provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series 5,500 for each Series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company Obligors will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphObligors.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all costs and expenses (including reasonable attorneys’ ' fees of one special counsel for the Purchaser’s special Purchasers and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder the holders of a Note Notes in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Notes or the Notes Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Notes or the Notes Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement Agreement, the Notes or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company an Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, or by the Subsidiary Guaranty, and (c) the costs reasonable cost and expenses incurred in connection with the initial filing of this Agreement and Agreement, all related documents and financial information, all subsequent annual and interim filings of documents and financial information related hereto with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series Securities Valuation Office of Notes. If required by the NAIC, National Association of Insurance Commissioners or any successor organization succeeding to the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)authority thereof. The Company Obligors will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the NotesPurchasers), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out of pocket costs and expenses (including reasonable and documented attorneys’ fees of a special counsel and, if reasonably required by the Purchaser’s special Required Holders, one local counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Affiliate Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Affiliate Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Affiliate Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection Gladstone Commercial Limited Partnership Note Purchase Agreement with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and the Affiliate Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes5,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, 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, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available have no obligation under this clause (iii) to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) has resulted from (x) the bad faith, gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for of a note, (y) the material breach of such Purchaser’s or holderholder of a Note’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company hereunder or (iiiz) resulted from any dispute solely claims between or among two or more Purchasers, two or more holders or one or more the Purchasers and one or more holders (and their Affiliates that do not arising as a result arise out of any an act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphSubsidiary.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty, any Collateral Document or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty, any Collateral Document or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty, any Collateral Document or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the ​ ​ ​ transactions contemplated hereby and by the Notes Notes, any Collateral Document and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes4,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per 5,500 for each series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty, or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty, or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty, or the Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby or by any Subsidiary Guaranty, 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 reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of the Purchaser’s a special counsel and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Notes, the Subsidiary Guaranty or the Notes Bank Credit Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Notes or the Notes Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the NotesSubsidiary Guaranty, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Subsidiary Guaranty or the Notes and (c) at any time after a Default or Event of Default has occurred or is continuing or at any other time at the costs and expenses incurred in connection with request of the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)Company. The Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controlsyou). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer will pay all costs and expenses (including reasonable attorneys’ fees of the Purchaser’s a special counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Affiliate Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Affiliate Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Affiliate Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent, the Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Affiliate Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series Series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any the Issuer’s bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including but limited to reasonable attorneys’ fees of one special counsel for all of the Purchaser’s special counselPurchasers and each other holder of a Note (unless there is a conflict preventing one counsel from representing all the Purchasers and such holders) and, ArentFox Schiff LLPif reasonably required by the Required Holders, local counsel in each relevant jurisdiction) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Subsidiary Guaranty, the Intercreditor Agreement or the Notes any other Transaction Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: limitation (but subject to the limitation on attorneys’ fees above): (a) the 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, the Intercreditor Agreement or any other Transaction Document (including, without limitation, to protect, collect, lease, sell, take possession of, release or liquidate any of the Notes 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, the Intercreditor Agreement or the Notesany other Transaction Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and the Subsidiary 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 rights of the holders or of the Collateral Agent for the benefit of the holders, (d) the fees, costs and expenses of the Collateral Agent and (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVOSVO of the NAIC, provided, that such reimbursed costs and expenses under this clause (ce) shall not exceed $5,000 3,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)series. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchaser’s special Purchasers, any Additional Purchasers and the Collateral Agent and, if reasonably required by the Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and Purchasers, any Additional Purchasers, each other holder of a Note or the Collateral Agent in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement), the Notes, the Guaranty Agreement, any Security Document or the Notes any other Transaction Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including any Supplement), the Notes, the Guaranty Agreement, any Security Document or any other Transaction Document or the Notes Collateral or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement), the Notes, the Guaranty Agreement, any Security Document or any other Transaction Document or the NotesCollateral, or by reason of being a holder of any NoteNote or a beneficiary of the Guaranty Agreement or any Security Document or any other Transaction Document, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and (including all Supplements), 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 SVONotes, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAICGuaranty Agreement, by any Security Document or by any other Transaction Document or any realization upon the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)Collateral. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of the its Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 special Canadian counsel and a special U.S. counsel and, if reasonably required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and Purchasers, each other holder of a Note and the Collateral Agent in connection with such transactions transactions, with the perfection of the Liens in and in connection on the Collateral contemplated by the Security Documents and with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Notes or the Notes other Financing Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Notes or the Notes other Financing Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the Notesother Financing Documents, or by reason of being a holder of any Note, and all reasonable expenses incurred by each holder of a Note and the Collateral Agent incurred in connection with the preservation of any Lien or realization on or pursuit of remedies with respect to any Collateral following the occurrence and during the continuance of any Default or Event of Default, and (b) the costs and expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company either Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby 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 reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)Financing Documents. The Company Obligors will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a such Purchaser or other holder in connection with its the purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the Purchaser’s special counselPurchasers and holders of Notes, ArentFox Schiff LLPas a whole and, if reasonably required by the Required Holders, one local counsel in each applicable jurisdiction and/or one specialty counsel in any applicable specialty) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Springing Parent Guaranty, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Springing Parent Guaranty, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Springing Parent Guaranty, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including the fees of one financial advisors’ feesadvisor for the Purchasers and holders of the Notes, as a whole, incurred in connection with the insolvency or bankruptcy of the Parent, the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes Notes, by the Springing Parent Guaranty or by any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series 5,600; provided that if there is a conflict of interest between any Purchaser or holder of a Note and one or more other Purchasers and holders of Notes. If required by the NAIC, the Company shall obtain will pay the reasonable and maintain at its own cost documented out-of-pocket costs and expense expenses of a Legal Entity Identifier (LEI)separate counsel and a separate financial advisor for each such conflicted Purchaser or holder of a Note. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees of one law firm acting as special counsel and, if reasonably required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions (provided that the Company shall not be required to reimburse the Purchasers for expenses (other than fees and expenses of the Purchasers’ special counsel) incurred on or prior to the date of Closing in excess of $10,000 in the aggregate) and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent, the Company, Care GP or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and the Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, SVO provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes1,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, or by reason of being a holder of any Note, ; (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Guaranty Agreement; and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with Northern Utilities, Inc. Note Purchase Agreement the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes3,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, 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 due to (a) any failure of any representation or warranty of the Company in this Agreement to be true and correct in all material respects on the date as of which made and at the time of the Closing (except, in each case, to the extent any representation or warranty expressly relates to a different date, in which case as of such agreement different date) or (b) any failure by the Company to pay and save harmless shall not, as to perform or comply in all material respects with any Purchaser covenant or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under agreement contained in this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphAgreement.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, supplements, waivers or consents under or in respect of this Agreement Agreement, the Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Restricted Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby and by the Notes and the Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 3,500 per series Series of NotesNote. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes or in responding to any subpoena or other Ameren Transmission Company of Illinois Note Purchase Agreement legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes5,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will The Guarantor agrees to pay all costs and expenses (including reasonable attorneys’ ' fees of the Purchaser’s a special counsel and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by each Note Holder and the Purchasers and each other holder of a Note Collateral Trustee in connection with such transactions this Guaranty, the Note Agreement, the other Note Documents or any transaction contemplated by any of the foregoing, and in connection with any amendments, waivers or consents under or in respect of this Guaranty, the Note Agreement or the Notes other Note Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ai) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes under, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with with, this Guaranty, the Note Agreement or the Notesother Note Documents or any transaction contemplated by any of the foregoing, or by reason of being a holder of any NoteNote Holder, and (bii) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Guarantor or any Subsidiary other Person party to any of the Note Documents or in connection with any work-out workout or restructuring of the transactions contemplated hereby and by this Guaranty, the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Note Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)other Note Documents. The Company Guarantor will pay, and will save each Purchaser and each other holder of a Note Holder harmless from, (1) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase Note Holder). The obligations of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment Guarantor under this Section 15.1 shall use reasonable efforts (to 7.1 will survive the extent permitted by law) to notify the Company payment or transfer of any event requiring such payment within sixty (60) days following such Purchaser’s Note, the enforcement, amendment or holder’s receipt of notice of commencement waiver of any action provision of this Guaranty, the Note Agreement, the Notes or proceedingthe other Note Documents, or such Purchaser’s or holder’s obtaining knowledge and the termination of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphGuaranty.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty, any Collateral Document or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty, any Collateral Document or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty, any Collateral Document or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, any Collateral Document and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes4,500. If required by the NAIC, the Company shall obtain and maintain at its ​ ​ ​ own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel (reasonably acceptable to each Purchaser, any Additional Purchaser and each other holder of a Note) for, collectively, the Purchasers (and Additional Purchasers under any Supplement) and each other holder of a Note, taken as a whole, and, if reasonably required by the Required Holders, one local counsel (reasonably acceptable to each Purchaser’s special counsel, ArentFox Schiff LLPany Additional Purchaser and each other holder of a Note) in each relevant jurisdiction for all such holders, taken as a whole) incurred by the Purchasers Purchasers, the Additional Purchasers, if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement), any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement), any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 3,500 per series of Notestranche. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser and an Additional Purchaser, or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (includingbut limited, without limitation, reasonable in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers, the Additional Purchasers, if any, and each other holder of a Note, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall notin each case, as to any Purchaser or holder, be available to the extent that other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation (i) that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any Note by such Purchaser, Additional Purchaser or holder, such holder of a Note or (iiy) resulted from a claim brought by between a Purchaser and an Additional Purchaser, or holder of a Note, on the Company against such one hand, and any other Purchaser, Additional Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to a Note, on the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or other hand (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not other than claims arising as a result out of any act or omission by the CompanyCompany and/or its Affiliates). Notwithstanding anything to the contrary, the Company shall not be liable to a Purchaser and an Additional Purchaser, or holder of a Note for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of its Affiliates that directly Control the transactions contemplated hereunder or under the Subsidiary Guaranty or any Note asserted by a Purchaser and an Additional Purchaser, or a holder of a Note against the Company or any of its Affiliates that the Company directly Controls)Affiliates. A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.Antares Strategic Credit Fund Note Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel (reasonably acceptable to each Purchaser, any Additional Purchaser and each other holder of a Note) for, collectively, the Purchasers (and Additional Purchasers under any Supplement) and each other holder of a Note, taken as a whole, and, if reasonably required by the Required Holders, one local counsel (reasonably acceptable to each Purchaser’s special counsel, ArentFox Schiff LLPany Additional Purchaser and each other holder of a Note) in each relevant jurisdiction for all such holders, taken as a whole) incurred by the Purchasers Purchasers, the Additional Purchasers, if any, and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement), any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement), any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 3,500 per series tranche, and (d) the costs, expenses, fees and disbursements of Notesthe Paying Agent and the Registrar in connection with the performance of its duties under the Paying Agent Agreement. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees of one special counsel for the Purchaser’s special counselPurchasers and holders, ArentFox Schiff LLPtaken as a whole, and, if reasonably required by the Required Holders, one local counsel in each applicable jurisdiction and/or one specialty counsel in each applicable specialty, for Purchasers and holders, taken as a whole) incurred by the Purchasers and each other holder of a Note in connection with such transactions the execution of this Agreement, the Notes and the Note Guaranties on the date hereof and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Note Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Note Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Note Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including fees of one financial advisors’ feesadvisor for the Purchasers and the holders, taken as a whole, incurred in connection with the insolvency or bankruptcy of the General Partner, the Company or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby and by the Notes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, ; provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes3,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, 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, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available have no obligation under this clause (iii) to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) has resulted from (x) the gross negligence or willful misconduct of any such a Purchaser or holder, (iiy) resulted from a claim brought by the Company against such Purchaser or holder for material breach in bad faith of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by Prudential, the Purchasers and each other holder the holders of a Note Notes in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, including without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Company, the Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes; provided, that in connection with each closing of the purchase and sale of Notes, the Company will not be required to pay the attorneys’ fees for more than a single special counsel acting for Prudential and all Purchasers, and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and the filing of each Series of Notes and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series 3,600 in each such case. The Company will pay, and will save each Purchaser and each other holder of Notesa Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders retained by the Company or any Guarantor. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save Prudential, each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel and, if reasonably required by the Required Holders, local counsel (reasonably acceptable to the Purchaser’s special counsel, ArentFox Schiff LLP) incurred by the Purchasers Purchaser and each other holder of a Note Note, if any, in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective)), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, ; provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes3,500; provided further, that the reasonable and documented out-of-pocket costs and expenses incurred by the Placement Agent shall not exceed $2,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each the Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a the Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable and documented out-of-pocket attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of the Purchaser’s a special counsel and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers 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 (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) Notes. The Company shall not, in connection with any of the matters described in this Section 15.1, be liable for the costs and expenses incurred in connection with of more than one separate legal firm, and separate local counsel as reasonably required, unless a holder of a Note reasonably determines that its interests as such a holder differ from the initial filing interests of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series other holders of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)Notes so as to require separate legal advice. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of the Purchaser’s a special counsel and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers you and each other Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Notes, the Parent Guaranty or the Notes Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Notes, the Parent Guaranty or the Notes Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or Agreement, the Notes, the Parent Guaranty or the Subsidiary Guaranty or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company, the Parent Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and or by the Notes Notes, the Parent Guaranty or the Subsidiary Guaranty, and (c) the fees and costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information and subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series Securities Valuation Office of Notes. If required by the NAIC, National Association of Insurance Commissioners or any successor organizations succeeding to the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)authority thereof. The Company will pay, and will save each Purchaser you and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notesyou), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchaser’s special Purchasers and any Additional Purchasers and, if reasonably required by the Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers, any Additional Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement), the Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including any Supplement), the Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement), the Guaranty Agreement or the Notes, or by reason of being a holder of any NoteNote or a beneficiary of the Guaranty Agreement, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby (including all Supplements), by the Guaranty Agreement and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of the its Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by Prudential, the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes any other Transaction Document (whether or not such amendment, waiver or consent becomes effective)) within 15 Business Days after the Company’s receipt of any invoice therefor, including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes any other Transaction Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany other Transaction Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes other Transaction Documents and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)3,500. The Company will pay, and will save Prudential and each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment to Prudential or under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company each Note Party will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes 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 or the Notes any Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Note Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Note Documents and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes5,000. If required -40- by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company Each Note Party will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated herebythe Note Documents, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes4,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 the Purchaser’s one special counsel and, if reasonably required, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers each Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, the Notes or the Notes Constituent Company Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, the Notes or the Notes Constituent Company Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the NotesConstituent Company Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Parent Corporation or any Subsidiary, (including, without limitation, the Company or any Subsidiary Constituent Company Guarantor) or in connection with any work-out or restructuring of the transactions contemplated hereby and or by the Notes or the Constituent Company Guaranty and (c) the costs and expenses incurred fees payable in connection with the initial filing of this Agreement and all related documents and financial information with the Securities Valuation Office of the National Association of Insurance Commissioners (the "SVO, provided, that such reimbursed costs ") and expenses under all subsequent annual and interim filings of documents and financial information related to this clause (c) shall not exceed $5,000 per series of NotesAgreement with the SVO or any successor organization acceding to the authority thereof. If required by the NAIC, The Parent Corporation and the Company shall obtain jointly and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will severally agree to pay, and will to save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the NotesPurchasers), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer will pay all costs and expenses (including reasonable attorneys’ fees of the Purchaser’s a special counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Affiliate Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Affiliate Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Affiliate Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Affiliate Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)3,500. The Company Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any the Issuer’s bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of the Purchaser’s special counsel, ArentFox Schiff ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes5,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (ix) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (iiy) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iiiz) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 16.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) 60 days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees of a special counsel for the Purchaser’s special Purchasers and, if reasonably required by the Required Holders, local or other counsel, ArentFox Schiff LLP) reasonably incurred by the Purchasers each Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or Agreement, the Notes and any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), ) including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or Agreement, the Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the Notesany Subsidiary Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and hereby, by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, SVO provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)30,500. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by the Guaranty Agreement and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)8,000. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees of one special counsel for the Purchaser’s special Purchasers and any Additional Purchasers, as a group, and, if reasonably required by the Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers each Purchaser and each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement), any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including any Supplement), any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement), any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby (including any Supplement) and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per 4,000 for each series or tranche of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or an Additional Purchaser or other holder in connection with its purchase of the Notes). If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (2) LEI). For the avoidance of doubt, costs and expenses shall include any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note Registration Duty. This Section 15.1 shall not apply with respect to a payment under such Note and (3) Taxes other than any judgmentTaxes that represent losses, liabilityclaims, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) damages or obligation resulting similar charges arising from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphTax claim.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer will pay all costs and expenses (including reasonable attorneys’ fees of the Purchaser’s a special counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Affiliate Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Affiliate Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Affiliate Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent, the Issuer or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby and by the Notes and any Affiliate Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)Note. The Company Issuer will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any the Issuer’s bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of Public Service Company of New Mexico Note Purchase Agreement this Agreement Agreement, any NPA Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any NPA Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any NPA Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any NPA Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series Series of NotesNote. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable and documented attorneys’ fees of a special counsel and, if reasonably required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers each Holder 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, any Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Guaranty or the Notes, or by reason of being a holder of any Note, Note and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Company, the Parent or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by any Guaranty 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 reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser Holder and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser Holder or other holder in connection with its purchase of the Notes), ) and (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including which in the case of counsel for the holders of Notes, shall be limited to the reasonable attorneys’ fees of one special counsel and, if reasonably required by the Purchaser’s special counselRequired Holders, ArentFox Schiff LLPone local or other counsel for the Purchasers) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any NoteNote (except to the extent such defense is due to bad faith, willful misconduct, gross negligence of, or material breach of this Agreement by, such Purchaser, such holder of the Notes or of any of their respective officers, directors, agents, affiliates or employees as determined by a court of final jurisdiction), (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty, (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of NotesNote, and (d) the costs, expenses, fees and disbursements of any Person (other than the Company) acting as Paying Agent from time to time hereunder, to the extent required by any other agreements solely between the Company and such Paying Agent. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable and documented out-of-pocket attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available (except to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable and documented out-of-pocket attorneys’ fees and expenses) or obligation (i) resulted from the is due to bad faith, willful misconduct, gross negligence of, or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of this Agreement by, such Purchaser’s or holder’s obligations under this Agreement to the extent that , such claim has resulted in a final, non-appealable judgment in favor holder of the Company Notes or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act of their respective officers, directors, agents, affiliates or omission employees as determined by a court of final jurisdiction). None of the Company, any of its Affiliates that directly Control the Company Subsidiaries, any Purchaser, any holder of any Note or any of its Affiliates that the Company directly Controls). A Purchaser their respective affiliates shall have any liability (whether direct or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by lawindirect, in contract or tort or otherwise) to notify the Company any other such party or any of their respective officers, directors, agents, employees, affiliates, equity holders or creditors arising out of, related to or in connection with any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge aspect of the occurrence of transactions contemplated hereby, for any other event giving rise to a claim for payment hereunderspecial, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.indirect, consequential or punitive damages. ▇▇▇▇▇▇ Engineering Group Inc. Note Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent Guarantor and the Company will will, jointly and severally, pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent Guarantor, the Company or any other Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty, and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 3,500 per series of Notesseries. If required by the NAIC, the Parent Guarantor and the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Parent Guarantor and the Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase or transfer of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Securitization Parties will jointly and severally pay all reasonable and documented out of pocket costs and expenses (including reasonable attorneys’ fees of the Purchaser’s special counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such this Agreement, any Basic Document or the Notes and the transactions contemplated thereby, and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes thereof (whether or not such amendment, waiver or consent becomes effective), in each case, including, without limitation: (a) , the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisorsreasonable attorneys’ fees, incurred in connection with the insolvency or bankruptcy charges and disbursements of special counsel for each Purchaser and, if necessary for any post-closing items, two (2) law firms (such law firms as of the Company or any Subsidiary or in connection with any work-out or restructuring Closing Date being ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) acting as special counsel for the Purchasers, or, solely to the extent there is a conflict of interest between the Noteholders of the transactions contemplated hereby and by the Class A Notes and the Class B Notes, such Noteholders, two (c2) law firms (such law firms as of the costs Closing Date being ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP and expenses incurred in connection with ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) acting as special counsel for the initial filing Purchasers of this Agreement and all related documents and financial information with the SVO, provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series each Class of Notes. If , and if reasonably required by the NAICRequired Holders, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)any local or specialist counsel. The Company Securitization Parties will jointly and severally pay, to the extent not paid pursuant to any other Basic Document, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3iii) any judgment, liabilityLiability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company Issuer. All amounts payable pursuant to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 8.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of be paid promptly following demand but in any event requiring such payment within sixty thirty (6030) days following such Purchaser’s or holder’s receipt delivery of notice of commencement of an invoice therefor by any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise Purchasers to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphIssuer.

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 required by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes any Financing Agreements (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes any Financing Agreements or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notesany Financing Agreements, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary Fund or in connection with any work-out or restructuring of the transactions contemplated hereby the Financing Agreements and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, provided that such reimbursed ClearBridge Energy MLP Opportunity Fund Inc. Note Purchase Agreement costs and expenses under this clause (c) shall not exceed $5,000 3,000 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)Series. The Company Fund will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

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 by the Purchaser’s special Required Holders, local or other counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or Agreement, any Subsidiary Guaranty, the Notes or any other Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or Agreement, any Subsidiary Guaranty, the Notes or any other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued (i) in connection with this Agreement, any Subsidiary Sharyland Distribution & Transmission Services, L.L.C. Note Purchase Agreement Guaranty, the Notes or the Notesany other Note Document, or (ii) by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Notes, any Subsidiary Guaranty and any other 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, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 3,500 per series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), ) and (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphNote.

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, to the Purchaser’s special extent reasonably requested by the Required Holders, local counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or Federated Hermes, Inc. Note Purchase Agreement restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes5,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note (except for any such fees originating from the bank or financial institution to which such payment was made) and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer Parties, jointly and severally, will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Purchaser’s special counselRequired Holders, ArentFox Schiff LLPa local or other counsel in each relevant jurisdiction and, in the event of any conflict of interest, one additional counsel for each group of similarly situated Purchasers or holders) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or Agreement, the Notes or any other Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or Agreement, the Notes or any other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, the Notes or the Notesany other Note Document, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, fees incurred in connection with the insolvency or bankruptcy of the Company any Issuer Party or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes Note Documents and (c) the costs and -51- US-DOCS\7728438.31 expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided, provided that such reimbursed costs and expenses under this clause (c) shall not exceed $5,000 per series of Notes5,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)Identifier. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (1i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders in connection with the issuance of the Notes (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note Note, and (3iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to other than any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation (i) resulted resulting from the bad faith, gross negligence or willful misconduct of any such a Purchaser or holder, (ii) resulted from other holder of the Notes as determined by a claim brought by the Company against such Purchaser or holder for material breach court of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted competent jurisdiction in a final, final and non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraphjudgment.

Transaction Expenses. Whether On the earlier of the Closing Date or not the transactions contemplated hereby are consummatedAugust 22, 2013, the Company will pay all fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4, which fees, charges and disbursements are payable whether or not (i) the Closing occurs or (ii) this Agreement is terminated or deemed terminated. Effective on the Closing Date, the Company agrees that it will pay all costs and expenses (including reasonable attorneys’ fees of one special counsel for all the Purchaser’s special Purchasers or all holders, as applicable, and, if reasonably required by the Required Holders, local counsel, ArentFox Schiff LLP) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement Agreement, any Subsidiary Guaranty or the Notes (whether or not such amendment, waiver or consent becomes effective), ) including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement Agreement, any Subsidiary Guaranty or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ feesfees (provided that notwithstanding anything in this Agreement, the Company shall only be required to pay for one financial advisor for all the holders), incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, SVO provided, that such reimbursed costs and expenses under this clause (cclause(c) shall not exceed $5,000 per series 3,000. Effective upon the occurrence of Notes. If required by the NAICClosing, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company agrees that it will pay, and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (2) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including, without limitation, reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, provided that such agreement by the Company to pay and save harmless shall not, as to any Purchaser or holder, be available to the extent that any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation (i) resulted from the gross negligence or willful misconduct of any such Purchaser or holder, (ii) resulted from a claim brought by the Company against such Purchaser or holder for material breach of such Purchaser’s or holder’s obligations under this Agreement to the extent that such claim has resulted in a final, non-appealable judgment in favor of the Company or (iii) resulted from any dispute solely among two or more Purchasers, two or more holders or one or more Purchasers and one or more holders (not arising as a result of any act or omission by the Company, any of its Affiliates that directly Control the Company or any of its Affiliates that the Company directly Controls). A Purchaser or holder seeking to receive payment under this Section 15.1 shall use reasonable efforts (to the extent permitted by law) to notify the Company of any event requiring such payment within sixty (60) days following such Purchaser’s or holder’s receipt of notice of commencement of any action or proceeding, or such Purchaser’s or holder’s obtaining knowledge of the occurrence of any other event giving rise to a claim for payment hereunder, provided that failure to give such notice shall not affect the Company’s obligations under this paragraph.