Common use of Transaction Expenses Clause in Contracts

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remedies, local or other counsel) incurred by 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) 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) 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) 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. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not any of the transactions contemplated hereby are consummated, the Company Companies will pay pay, within 15 days of each demand therefor (such demand to be accompanied by supporting documentation in reasonable detail), (a) all of the costs and expenses incurred by each Purchaser and each other holder of a Note (including including, without limitation, reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders required, local or other appropriate counsel for all Purchasers) in connection with the protection or enforcement preparation, execution and delivery of remedies, local or this Agreement and the other counsel) incurred by each Purchaser Note Documents and each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any all amendments, waivers or consents under or in respect of this Agreement (including or any Supplement) or of the Notes other Note Documents (whether or not such amendment, waiver or consent becomes effective), and (b) all of the costs and expenses incurred by each Purchaser and each other holder of a Note (including, without limitation, reasonable attorneys’ fees of a special counsel and if reasonably required, local or other appropriate counsel for you and the Other Purchasers) in connection with the administration and enforcement of this Agreement and the other Note Documents, including, without limitation: (ai) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including or any Supplement) or of the Notes other Note Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including or any Supplement) or of the Notesother Note Documents, or by reason of being a holder of any Notethe Notes, and (bii) the reasonable costs and expensesexpenses (including, including without limitation, financial advisors’ fees, ) incurred in connection with the insolvency or bankruptcy of the Company any Credit Party or any Restructured Subsidiary or in connection with any work-out out, renegotiation or restructuring of any of the transactions contemplated hereby and or by the Notesother Note Documents. The Company Companies will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note the Notes harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, those retained by a any such Purchaser or other holder in connection with its purchase of the Notesany such holder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and Purchaser, each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including Agreement, any Supplement) Supplement 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 Agreement, any Supplement) Supplement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including Agreement, any Supplement) Supplement 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 or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other another holder in connection with its purchase of the its Notes). Notwithstanding the foregoing, on the Closing Date, the Company will be required only to pay the attorneys’ fees of a single special counsel acting for all of the Purchasers.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all costs and expenses (including reasonable attorneys’ fees of a one special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser you and each Additional Other Purchaser and each other or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) 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 (including any Supplement) 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 (including any Supplement) Agreement, the Notes, the Parent Guaranty 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 hereby, by the Notes, by the Parent Guaranty and the Subsidiary Guaranty and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company will pay, and will save each Purchaser, each Additional Purchaser you and each other Other Purchaser or holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all costs and expenses (including reasonable attorneys’ fees of a one special counsel referred to in Section 4.7 for the Purchasers or any Additional Purchasers and, if reasonably required by any Additional Purchasers, one local counsel selected by such Additional Purchasers. In addition, the Required Holders in connection with Obligors will pay all fees and expenses of the protection or enforcement of remediesPurchasers, local or other counsel) incurred by each Purchaser any Additional Purchasers and each Additional Purchaser and each any other holder of a Note in connection with Note, including reasonable attorneys’ fees of one special counsel for the holders of the Notes and, if reasonably required by the Required Holders, one local counsel for the Holders of the Notes selected by such transactions and Required Holders, in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) 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) 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) 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 an Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes. The Company Obligors will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) 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) 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) 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. In the event that any such invoice is not paid within 30 Business Days after the Company’s receipt thereof, interest on the amount of such invoice shall be due and payable at the Default Rate commencing with the 31st Business Day after the Company’s receipt thereof until such invoice has been paid. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes)) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of a special counsel for the Purchasers or and any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, one local or other counselcounsel in each relevant jurisdiction) incurred by each Purchaser and each the Purchasers, the Additional Purchaser 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 Supplementall Supplements) 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 Supplementall Supplements) 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 Supplementall Supplements) or the Notes, or by reason of being a holder of any Note, (b) the invoiced costs and expenses incurred in connection with the initial filing of this Agreement and each Supplement and all related documents and financial information with the SVO provided, that such costs and expenses shall not exceed $3,000 per initial filing and (bc) the costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby (including all Supplements) and by the Notes; provided, that in connection with the Closing, the Company will not be required to pay the attorney's fees for more than a single special counsel acting for all Purchasers. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of the its Notes).

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a one special counsel for the Purchasers or any and for the Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, one local or other counsel) incurred by each Purchaser and each the Purchasers, the Additional Purchaser 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) 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 (including any Supplement) 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) or the Notes, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by any Supplement and by the Notes and (c) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 for each tranche of each Series of Notes. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase on behalf of the Notes).Company. For the avoidance of doubt, the Company will

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by 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) 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) 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) 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, (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related Tortoise North American Energy Corporation Master Note Purchase Agreement documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 for each series of Notes and (d) such reasonable attorneys’ fees of one special counsel for holders of the Notes incurred in connection with the preparation and filing of those forms as may be required by the 1940 Act or as a result of the status of the Company as an investment company under the 1940 Act. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or an Additional Purchaser or other holder in connection with its purchase of the Notes).

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a one special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser you and each Additional Other Purchaser and each other or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) 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) 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) 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 NotesNotes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company will pay, and will save each Purchaser, each Additional Purchaser you and each other Other Purchaser or holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of a one special counsel for the Purchasers or any Additional Purchasers holders of the Notes and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesrequired, local or other counsel) incurred by each Purchaser you and each Additional Other Purchaser and each other or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) Agreement, the Guaranty Agreements, the Security Documents or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including any Supplement) Agreement, the Guaranty Agreements, the Security Documents 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) Agreement, the Guaranty Agreements, the Security Documents 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 any Guarantor, the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by the Guaranty Agreements and by the Notes. The Company will pay, and will save each Purchaser, each Additional Purchaser you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notesyou).

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and Purchaser, each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) ), 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 (including any Supplement) ), 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 (including any Supplement) ), the Subsidiary 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 or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby hereby, by the Subsidiary Guaranty and by the Notes. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of the its Notes).

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

Transaction Expenses. Whether or not the transactions contemplated hereby or by any Note Supplement are consummated, the Company Issuer will pay all costs and expenses (expenses, including the cost of obtaining the Private Placement Number and reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers Xxxxxxx and Xxxxxx LLP (and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesMajority Holders, local or other counsel) ), incurred by each Purchaser the Purchasers and each Additional Purchaser 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) or the Notes Financing Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including any Supplement) or the Notes Financing Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement) or the NotesFinancing Document, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, fees incurred in connection with the insolvency or bankruptcy of the Company Issuer or any Subsidiary MGE or in connection with any work-out or restructuring of the transactions contemplated hereby and by (c) the costs and expenses incurred 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, provided that such costs and expenses under this clause (c) shall not exceed $3,000 with respect to each Series of Notes. The Company Issuer will pay, and will save each Purchaser, each Purchaser and Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, those retained by a such Purchaser, Additional Purchaser or other holder in connection with its purchase of the Notesa Note).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers (or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remedies, local or other counselPurchasers) incurred by 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) 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 (including any Supplement) or the Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement (including any Supplement) or the NotesNotes or any Subsidiary Guaranty, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out workout or restructuring of the transactions contemplated hereby and by the Notes. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including Agreement, any Supplement) 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 (including Agreement, any Supplement) 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 (including Agreement, any Supplement) Subsidiary 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 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 that such costs and expenses under this clause (c) shall not exceed $5,500 for each Series of Notes. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company Obligors will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Obligors.

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

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

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable actual out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by 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 Eagle Materials Inc. Note Purchase Agreement consents under or in respect of this Agreement (including any Supplement) 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) 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) 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. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

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

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including Agreement, any Supplement) 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 Agreement, any Supplement) 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 Agreement, any Supplement) 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. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will The Guarantor agrees to pay all costs and expenses (including reasonable attorneys’ ' fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesrequired, local or other counsel) incurred by each Purchaser Note Holder and each Additional Purchaser and each other holder of a Note the Collateral Trustee in connection with such transactions this Guaranty, the Note Agreement, the other Note Documents or any transaction contemplated by any of the foregoing, and in connection with any amendments, waivers or consents under or in respect of this Guaranty, the Note Agreement (including any Supplement) 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 (including any Supplement) 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 (including any Supplement) 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 by this Guaranty, the Note Agreement and by the Notesother Note Documents. The Company Guarantor will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note Holder harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase Note Holder). The obligations of the Notes)Guarantor under this Section 7.1 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Guaranty, the Note Agreement, the Notes or the other Note Documents, and the termination of this Guaranty.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees of a one special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection any amendment, waiver or enforcement of remediesconsent, local or other counsel) incurred by each Purchaser and each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) 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) 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) 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 Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000 per series of Notes. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay (and indemnify the Purchasers for) all costs and expenses (including reasonable attorneys’ fees of a single special counsel for hired by the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each Additional Purchaser the Purchasers, and each other holder of a Note Bond in connection with such transactions (including in connection with the filing or recordation of all financing statements and instruments as may be required by the Purchasers or the Trustee in connection with this Agreement or any Bond Document, or any amendment thereto, including, without limitation, all documentary stamps, recordation and transfer taxes and other costs and taxes incident to recordation of any document or instrument in connection herewith) and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) 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 (including any Supplement) Agreement, the other Bond Documents or the Notes Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement) Agreement, the other Bonds Documents or the NotesBonds, or by reason of being a holder of any NoteBond, 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. The Company will pay, Bonds and will save each Purchaser, each Additional Purchaser (c) the costs and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder incurred in connection with its purchase of the Notes).with

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

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

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a one special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser you and each Additional Other Purchaser and each other or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) 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 (including any Supplement) 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 (including any Supplement) Agreement, the Notes, the Parent Guaranty 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 hereby, by the Notes, by the Parent Guaranty 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. The Company will pay, and will save each Purchaser, each Additional Purchaser you and each other Other Purchaser or holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers andPurchasers, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by 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) 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 (including any Supplement) 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 (including Agreement, the Notes or any Supplement) 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 NotesNotes and any Subsidiary Guaranty. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees of a one special counsel for the Purchasers or any Additional Purchasers holders, taken as a whole, and, if reasonably required by the Required Holders Holders, one local counsel in connection with the protection or enforcement of remedies, local or other counseleach applicable jurisdiction and/or one specialty counsel in any applicable specialty) incurred by each Purchaser and each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) or the Notes 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 (including any Supplement) or the Notes Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement) or the NotesNote Document, or by reason of being a holder of any Note, and (b) the costs and expenses, including fees of one financial advisors’ feesadvisor for all of the holders, taken as a whole, incurred in connection with the insolvency or bankruptcy of the Company any Note Party or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby by any Note Document and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500. If required by the NotesNAIC, each Note Party shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company provided, that the Company shall have no obligation under this clause (iii) to the extent such obligation has resulted from (x) the gross negligence or willful misconduct of a holder or (y) the material breach in bad faith of such holder’s obligations hereunder.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by 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) 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) 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) 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 work‑out or restructuring of the transactions contemplated hereby and by the Notes, (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 for each series of Notes, and (d) such reasonable attorneys’ fees of one special counsel for holders of the Notes incurred in connection with the preparation and filing of those forms as may be required by the 1940 Act or as a result of the status of the Company as an investment company under the 1940 Act. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or an Additional Purchaser or other holder in connection with its purchase of the Notes).

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a one special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including Agreement, any Supplement) 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 Agreement, any Supplement) 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 Agreement, any Supplement) Subsidiary Guaranty 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 NotesNotes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the each Company will jointly and severally pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each Additional Purchaser and the Purchasers, each other holder of a Note and the Collateral Agent in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) 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 (including any Supplement) Agreement, the Notes or the Notes other Note Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including any Supplement) Agreement, the Notes or the Notesother Note Documents, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the any Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the NotesNotes and the other 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. The Each Company will jointly and severally pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of a one firm of attorneys as special counsel for the Purchasers or any Additional Purchasers and, if reasonably required counsel) incurred by the Required Holders purchasers of the Notes in connection with the protection or enforcement initial issuance and sale of remedies, local or other the Notes hereunder and all costs and expenses (including reasonable attorneys' fees of one firm of attorneys as special counsel) incurred by each Purchaser and each Additional Purchaser and each other holder the holders of a Note in connection with such transactions and the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) 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) 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) 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 fees and costs incurred in connection with the initial filing of this Agreement and all related documents and financial information and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the Securities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof. The Company will pay, and will save each Purchaser, each Additional Purchaser you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notesyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and Purchaser, each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including Agreement, any Supplement) Supplement 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 Agreement, any Supplement) Supplement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including Agreement, any Supplement) Supplement 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 hereby, by any Supplement and by the NotesNotes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of the its Notes).

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or Purchasers, any Additional Purchasers and the Collateral Agent and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each the Purchasers, any Additional Purchaser and 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, by the Guaranty Agreement, by any Security Document or by any other Transaction Document or any realization upon the Collateral. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of the its Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each Additional Purchaser 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 (including or any Supplement) or the Notes 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 (including or any Supplement) or the Notes other Transaction Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including or any Supplement) or the Notesother Transaction 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 Notesother 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 provided, that such costs and expenses under this clause (c) shall not exceed $3,500. The Company will pay, and will save Prudential and each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment to Prudential or under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or and any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each the Purchasers, any Additional Purchaser 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. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of the its Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each Additional Purchaser the Purchasers and each other holder of a Note in connection with such Lincoln Electric Holdings, Inc. Uncommitted Master Shelf Facility transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) 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) 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) 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 any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the NotesNotes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000. The Company Obligors will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable, out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by 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) or Agreement, the Notes and any Subsidiary 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 (including any Supplement) or Agreement, the Notes and any Subsidiary Guaranty Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including Agreement, the Notes and any Supplement) or the NotesSubsidiary Guaranty Agreement, or by reason of being a holder of any Note, Note and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

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 a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement the Financing Agreements (including any Supplementthe Notes) 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 Financing Agreements (including any Supplementthe Notes) or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement the Financing Agreements (including any Supplement) 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 an Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the NotesNotes 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, that such costs and expenses under this clause (c) shall not exceed $3,500 per series. The Company Obligors will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).) and (ii) any and all wire

Transaction Expenses. Whether In connection with the offer, sale and issuance of Notes of any series, whether or not any of the transactions contemplated hereby or by the applicable NPPA Series Supplement are consummated, the Company Co-Issuers will pay all costs and expenses (including reasonable attorneys’ fees of one primary special counsel, if reasonably required by a majority of the Purchasers of such Notes, and, local or other counsel) incurred by the Purchasers in connection with such transactions and all costs and expenses (including reasonable attorneys’ fees of one primary special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each Additional Purchaser and each other holder of a Note in connection with such transactions and holders Notes in connection with any amendments, waivers or consents under or in respect of this Agreement (including Agreement, any NPPA Series Supplement) , any Transaction Document or the Notes of any series (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 Agreement, any NPPA Series Supplement) , any Transaction Document or the Notes of any series or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including Agreement, any NPPA Series Supplement) , any Transaction Document or the NotesNotes of any series, 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 either Co-Issuer or any Subsidiary of either Co-Issuer or in connection with any work-out or restructuring of the transactions contemplated hereby and by the NotesNotes of any series or any Transaction Document and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500 with respect to each initial purchase and sale of the Notes of any series. If required by the NAIC, the Co-Issuers shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company Co-Issuers will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of any Notes by the Co-Issuers.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each Additional Purchaser Agent, 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 (including any Supplement) 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 (including any Supplement) or Agreement, the Notes or any other Financing Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including Agreement, the Notes or any Supplement) or the Notesother Financing 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 either ShipCo or in connection with any work-out or restructuring of the transactions contemplated hereby and by the NotesNotes and the other Financing Documents and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by you, each Other 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) 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) 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) 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 Material Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes. In addition, the Company will pay the reasonable fees and expenses of special counsel for the investors and, if reasonably required by the Required Holders, local or other counsel, in connection with a transaction requiring an opinion of counsel pursuant to Section 10.7(2). The Company will pay, and will save you, each Other Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummatedconsummated or any Notes are issued hereunder, the Company Issuers jointly and severally will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) 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 (including any Supplement) 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 (including Agreement, the Notes or any Supplement) or the Notesguaranty thereof, 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 NotesNotes and any guaranty thereof and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company Issuers jointly and severally will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by 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) or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable and documented costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including any Supplement) 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) 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, provided that, in connection with the Closing, the Company will not be required to pay the attorneys’ fees for more than a single firm of special counsel acting for all Purchasers. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

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

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

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable and invoiced costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each Additional Purchaser the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) 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) 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) 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 costs and expenses under this clause (c) shall not exceed $3,000 per Series of Notes. The Company will pay, and will save each PurchaserMetLife, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes). On the date hereof, the Company shall have paid the reasonable, documented and invoiced fees and disbursements of MetLife’s special counsel, Xxxxxx, Xxxxx & Xxxxxxx LLP, as evidenced by a statement of such counsel rendered to the Company at least one Business Day prior to the date hereof.

Transaction Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesrequired, local or other counsel) incurred by each Purchaser you and each Additional Other Purchaser and each other or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including and/or any Supplement) Supplemental Note Purchase Agreement), the Notes, any Security Document or the Notes Intercreditor Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including and/or any Supplement) STERIS CORPORATION NOTE PURCHASE AGREEMENT Supplemental Note Purchase Agreement), the Notes, any Security Document or the Notes Intercreditor Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including and/or any Supplement) or Supplemental Note Purchase Agreement), the Notes, any Security Document or the Intercreditor Agreement or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any 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 NotesNotes or by any Security Document or the Intercreditor Agreement. The Company will pay, and will save each Purchaser, each Additional Purchaser you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notesyou).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ ' fees of a special counsel for the Purchasers or Purchasers, any Additional Purchasers and the Collateral Agent and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each the Purchasers, any Additional Purchaser and 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, by the Guaranty Agreement, by any Security Document or by any other Transaction Document or any realization upon the Collateral. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser, an Additional Purchaser or other holder in connection with its purchase of the its Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ ' fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesrequired, local or other counsel) incurred by each Purchaser and each Additional Purchaser and each other or holder of a Note in connection with such transactions (being only the fees of Chapman and Cutler in connection with the original issuance of the Notxx) xxx in cxxxxxxion with any amendments, waivers or consents under or in respect of this Agreement, the Guaranty Agreement (including any Supplement) 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 (including any Supplement) 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 (including any Supplement) 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 hereby, by the Guaranty Agreement and by the Notes. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, those retained by a any Purchaser or other holder in connection holder) incurred with its purchase respect to the issuance and sale of the Notes)Notes or the transactions contemplated hereby.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the each Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional Purchasers and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesHolders, local or other counsel) incurred by each Purchaser and each Additional Purchaser the Purchasers and each other holder of a Note Holder in connection with such transactions and in connection with any amendments, waivers waivers, consents, restructurings or consents workouts under or in respect of this Agreement (including or any Supplement) or the Notes 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 (including or any Supplement) or the Notes other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (including or any Supplement) or the Notesother Note Document, or by reason of being a holder Holder, (b) the costs and expenses incurred by the Collateral Agent or Required Holders in connection with any appraisals, field examinations, collateral analysis or monitoring or other business analysis conducted by outside Persons in connection with this Agreement and the other Note Documents (it being understood that the Companies shall not be responsible for more than (i) one (1) appraisal of any NoteInventory during such year unless an Event of Default has occurred and is continuing, in which case each Company shall be responsible for such appraisals of Inventory as the Required Holders may request; and (bii) three (3) field examinations during such year unless an Event of Default has occurred and is continuing, in which case each Company shall be responsible for such field examinations as the Required Holders may request), or to the extent that the Companies do not maintain the insurance policies required hereunder, the cost incurred by the Collateral Agent or Holders in obtaining such insurance, (c) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the any Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notesother Note Documents, and (d) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (d) shall not exceed $3,500. The Each Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note Holder harmless from, (i) all claims in respect of any fees, costs or expenses expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder Holder in connection with its purchase of the Notes)) and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such Holder or otherwise charges to a Holder with respect to a payment under such Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company The Guarantor will pay all costs and expenses (including including, without limitation, reasonable attorneys’ fees of a special United States counsel for the Purchasers or any Additional Purchasers and a special English counsel and, if reasonably required by the Required Holders in connection with the protection or enforcement of remediesrequired, other local or other counsel) incurred by each Purchaser and each Additional Purchaser and each other holder of a Note Holder in connection with such transactions this Guarantee and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) or the Notes Guarantee (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including any Supplement) Guarantee, the Amended and Restated Note Purchase 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) Guarantee, the Amended and Restated Note Purchase Agreement, or the Notes, or by reason of being a holder of any Note, ; and (b) the costs and expenses, including including, without limitation, financial advisors’ and reporting or investigating accountants’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby by this Guarantee, the Amended and by Restated Note Purchase Agreement, or the Notes. The Company Guarantor will pay, and will save each Purchaser, Holder and hold each Additional Purchaser and each other holder of a Note Holder harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, those retained by a Purchaser or other holder in connection with its purchase of the Notessuch Holder).

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