Common use of Transaction Expenses Clause in Contracts

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers or any other holder of a Note in connection with the transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by such Person), (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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds any Notes or any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, 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, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsNotes or any Subsidiary Guaranty, or by reason of being a holder of any Note and Note, (b) the out-of-pocket reasonable costs and expenses, including financial advisors’ fees, expenses incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, and (c) the reasonable costs and expenses incurred in connection with the delivery of any Subsidiary Guaranty or Joinder Agreement as contemplated by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)Section 9.7. The Company Obligors will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from holder in connection with its purchase of 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 CompanyNotes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bondsshall not exceed $3,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note; (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and any Guaranty Agreement; and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bondsshall not exceed $3,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 Company, due to (a) any failure of any representation or warranty of the Company in this Agreement to be true and correct in all material respects on the date as of which made and at the time of the Closing (except, in each case, to the extent any representation or warranty expressly relates to a different date, in which case as of such different date) or (b) any failure by the Company to perform or comply in all material respects with any covenant or agreement contained in this Agreement.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay (and indemnify the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and Purchasers for) all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a single special counsel hired by the Purchasers and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any Purchasers, and each other holder of a Note Bond in connection with such transactions (including in connection with the transactions contemplated hereby 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, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, other Bond Documents or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, other Bonds Documents or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Bond, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesBonds 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bondsshall not exceed $3,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers and each other holder of a Note Purchaser harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by such Personthe Purchasers), (ii) . The Company agrees to save harmless and indemnify each Purchaser from and against 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 liability resulting from the consummation failure to reimburse such Purchaser for any required documentary stamps, recordation and transfer taxes, recording costs, or any other expenses incurred by such Purchaser in connection with this Agreement which are required by the terms of the transactions contemplated hereby, including the use of the proceeds of the Notes this Agreement to be paid or reimbursed by the Company. Section 15.2.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a one special counsel and, if reasonably requiredrequired by the Required Holders, one local or other counsel) incurred (a) by the Purchasers or any other holder of a Note in connection with such transactions and (b) by the transactions contemplated hereby and holders of the Notes in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ai) the out-of-pocket reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (bii) the out-of-pocket reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and any Subsidiary Guaranty and (iii) 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indentureiii) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $5,000. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from holder in connection with its purchase or sale of 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 CompanyNotes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer and the General Partner will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket documented costs and expenses (including reasonable attorneys’ fees of a one special counsel for the Purchasers and holders of Notes, as a whole and, if reasonably requiredrequired by the Required Holders, one local or other counselcounsel in each applicable jurisdiction and/or one specialty counsel in any applicable specialty for the Purchasers and holders of Notes, as a whole) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Issuer, the General Partner or any of their Subsidiaries or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes and by any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $6,500, provided that if there is a conflict of interest between any Purchaser or holder of a Note and one or more other Purchasers and holders of Notes, by the Mortgage Indenture (including Issuer and the Supplemental Indenture) General Partner will pay such costs and expenses of a separate counsel and a separate financial advisor for each such conflicted Purchaser or by the First Mortgage Bondsholder of a Note. If required by the NAIC, the Company Issuer shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company Issuer and the General Partner will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (ii2) 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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture Financing Agreements (including the Supplemental IndentureNotes) and the First Mortgage Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture Financing Agreements (including the Supplemental IndentureNotes) and the First Mortgage Bonds, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture Financing Agreements (including the Supplemental Indenture) and the First Mortgage BondsNotes), or by reason of being a holder of any Note and Note, (b) the out-of-pocket 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, by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) Notes or by any other Financing Agreement, (c) the First Mortgage Bonds. If required by costs and expenses incurred in connection with the NAICinitial 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, (d) the Company shall obtain fees and maintain at its own cost expenses of the Collateral Agent under the Security Documents and expense a Legal Entity Identifier (LEI)e) the fees and expenses of the Financial Advisor. The Company Obligors will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from holder in connection with its purchase of the Notes). The Parent Guarantor agrees to pay all stamp, documentary or similar taxes or fees which may be payable in respect of the execution and delivery (but not the transfer of any payment Notes) or the enforcement of the Financing Agreements (including any Note) or any Subsidiary Guarantee in the United States or The Netherlands or of any amendment of, or waiver or consent under such Note or with respect to, the Financing Agreements (including any Notes) or any Subsidiary Guarantee, and to such holder pay any value added tax due and payable in respect of reimbursement of costs and expenses by the Parent Guarantor pursuant to this Section 16, except for the value added tax that is recoverable or otherwise charges refundable for the parts to a be reimbursed, and will save each holder of a Note with respect to a payment under such Note and (iii) the extent permitted by applicable law harmless against any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) loss or obligation liability resulting from the consummation nonpayment or delay in payment of the transactions contemplated hereby, including the use of the proceeds of the Notes any such tax or fee required to be paid by the CompanyParent Guarantor hereunder.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuers will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers each Purchaser or any other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Subsidiary Guarantee or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Subsidiary Guarantee or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Subsidiary Guarantee or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note Note, and (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes and the Subsidiary Guarantee, provided, however, that the Issuers shall only be liable under this Section 15.1 for the reasonable attorney’s fees of a single special counsel and, if reasonably required, a single local counsel in each jurisdiction where any Issuer or Subsidiary Guarantor conducts business, in each case acting on behalf of the holders of Notes as a group, unless, in the reasonable judgment of any holder of Notes a conflict exists between such holder of Notes and any other holder of Notes, by in which event the Mortgage Indenture (including Issuers shall be obligated to pay the Supplemental Indenture) fees and expenses of such additional counsel or by the First Mortgage Bonds. If required by the NAIC, the Company counsels as shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)be necessary to eliminate such conflict. The Company Issuers will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by such Personany Purchaser), (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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guarantee or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guarantee or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guarantee or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the 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 $1,500 for each Series of Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective)) within 15 Business Days after the Company’s receipt of any invoice therefor, including, without limitation: (a) the 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, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Company, the Trust or any of their Subsidiaries or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by that such costs and expenses under this clause (c) shall not exceed $3,500. In the Mortgage Indenture (including event that any such invoice is not paid within 15 Business Days after the Supplemental Indenture) or by Company’s receipt thereof, interest on the First Mortgage Bonds. If required by amount of such invoice shall be due and payable at the NAIC, Default Rate commencing with the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)16th Business Day after the Company’s receipt thereof until such invoice has been paid. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by such Person), (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 Company.,

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any each Purchaser and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, 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, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsNotes or any Subsidiary Guaranty, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $5,000. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder in connection with its purchase 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 Companyits Notes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and any Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $5,000. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers each Purchaser or any other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Intercreditor Agreement or any Guaranty Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or any Guaranty Agreement as against any Obligor or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsIntercreditor Agreement or any Guaranty Agreement, or by reason of being a holder of any Note Note, and (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by such Personany Purchaser), (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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummatedExcept as otherwise provided herein, the Company will each party hereto shall pay the reasonable out-of-pocket its own fees, costs and expenses incurred in connection with herewith and the initial filing of this Agreement and all related documents and financial informationtransactions contemplated hereby, and all subsequent annual and interim filings of documents and financial information related theretoincluding the fees, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company)its financial advisors, accountants and legal counsel. The Company will pay all out-of-pocket reasonable and documented costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other single counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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 a Regulatory Agency provided, by that such costs and expenses under this clause (c) shall not exceed $3,000 for each series of Notes and provided further that the Mortgage Indenture (including reasonable costs and expenses incurred in the Supplemental Indenture) or by the First Mortgage Bondsdiligence, negotiation and execution of this Agreement shall not exceed $50,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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; provided that such indemnity shall not, including as to any Purchaser or holder of Note, be available to the use extent that such judgments, liabilities, claims, orders, decrees, fines, penalties, costs, fees, expenses or obligations (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the proceeds gross negligence or willful misconduct of the Notes such Purchaser or holder of a Note or (ii) a material breach by the Companysuch Purchaser or holder of a Note of its express obligations under this Agreement or (y) result from claims of any Purchaser or holder of a Note solely against one or more other Purchasers or holders of a Note. 18.2.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees of a one special counsel for the holders, taken as a whole, and, if reasonably requiredrequired by the Required Holders, one local or other counselcounsel for the holders, taken as a whole) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including fees of one financial advisors’ feesadvisor for all of Purchasers and the holders of the Notes, as a whole, incurred in connection with the insolvency or bankruptcy of the Company Parent, the Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and any Note Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, by the Mortgage Indenture provided that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $5,000. The Company Issuer will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the transactions contemplated hereby, including the use receipt of the proceeds of the Notes by the Companyrelated payment under its Note.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty, any Collateral Document or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty, any Collateral Document or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty, any Collateral Document or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by any Collateral Document and any Subsidiary Guaranty and (c) the Mortgage Indenture 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 (including the Supplemental Indenturec) or by the First Mortgage Bondsshall not exceed $4,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and any Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,500. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay (and indemnify the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and Purchasers for) all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a single special counsel hired by the Purchasers and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any Purchasers, and each other holder of a Note Bond in connection with such transactions (including in connection with the transactions contemplated hereby 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, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, other Bond Documents or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, other Bonds Documents or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Bond, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesBonds 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bondsshall not exceed $3,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers and each other holder of a Note Purchaser harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by such Personthe Purchasers), (ii) . The Company agrees to save harmless and indemnify each Purchaser from and against 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 liability resulting from the consummation failure to reimburse such Purchaser for any required documentary stamps, recordation and transfer taxes, recording costs, or any other expenses incurred by such Purchaser in connection with this Agreement which are required by the terms of the transactions contemplated hereby, including the use of the proceeds of the Notes this Agreement to be paid or reimbursed by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby 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, by the Mortgage Indenture provided that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,500 per Series. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, from (i) ), all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective)) within 15 Business Days after the Company’s receipt of an invoice therefor, including, without limitation: (a) the 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, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,500 for each Series. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes or any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, 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, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsNotes or any Subsidiary Guaranty, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,000. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note in connection 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 its purchase of the transactions contemplated hereby, including the use of the proceeds of the Notes by the CompanyNotes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guarantee Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guarantee Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guarantee Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and any Subsidiary Guarantee Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, by the Mortgage Indenture provided that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,500. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guarantee Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guarantee Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guarantee Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and any Subsidiary Guarantee Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,500. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any each Purchaser and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, 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, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsNotes or any Subsidiary Guaranty, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $5,000. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under holder in connection with its purchase of its Notes). Costs and expenses payable pursuant to this Section 15.1 shall be paid in either Dollars or Euros depending on the currency in which such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note costs and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees expenses are incurred and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Companybilled.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Notes or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Guaranty Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Notes or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Guaranty Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, Notes or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsGuaranty Agreement, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the NotesNotes and the Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,000. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note in connection 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 its purchase of the transactions contemplated hereby, including the use of the proceeds of the Notes by the CompanyNotes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with the preparation and administration of this Agreement, and the other Financing Documents or any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Agreement or any other Financing 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 out-of-pocket reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsAgreement 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, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsAgreement or any other Financing Document, or by reason of being a holder of any Note and Note, (b) the out-of-pocket reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notesother Financing Documents, (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, and (d) the costs of any environmental reports or reviews commissioned by the Mortgage Indenture (including Required Holders as permitted hereunder. In the Supplemental Indenture) or by event that any such invoice is not paid within 15 Business Days after the First Mortgage Bonds. If required by Company’s receipt thereof, interest on the NAIC, amount of such invoice shall be due and payable at the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)Default Rate commencing with the 16th Business Day after the Company’s receipt thereof until such invoice has been paid. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) in connection with the purchase of the Notes and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by an Investor Group Representative or the Required Holders, local or other counsel) incurred by the Investor Group Representatives, the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement or any Series of Notes and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $4,000 with respect to any Series of Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 that arise out of or in any way relate to or result from the consummation issuance and sale of the Notes hereunder or the other transactions contemplated hereby, hereby (including the use of the proceeds of the Notes Notes), including, without limitation, any investigation or litigation or other proceedings (whether or not such Purchaser or other holder of a Note is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by reason of the Companygross negligence or willful misconduct of such Purchaser or other holder of a Note or in any action in which the Company is the prevailing party against such Purchaser or other holder of a Note. Neither any Investor Group Representative nor any Purchaser or other holder of a Note shall be responsible or liable to the Company for any consequential damages which may be alleged.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees of a one special counsel for the holders, taken as a whole, and, if reasonably requiredrequired by the Required Holders, one local or other counselcounsel for the holders, taken as a whole) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Note Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Note Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including fees of one financial advisors’ feesadvisor for all of Purchasers and the holders of the Notes, as a whole, incurred in connection with the insolvency or bankruptcy of the Company Parent, the Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by Notes and any Note Guaranty and (c) the Mortgage Indenture 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 (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $5,000. The Company Issuer will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 Note; provided such holder shall have submitted a request for such deducted amount within 30 days of the transactions contemplated hereby, including the use receipt of the proceeds of the Notes by the Companyrelated payment under its Note.

Transaction Expenses. Whether or not any of the transactions contemplated hereby Transactions are consummated, the Company will pay the all reasonable and documented out-of-pocket costs fees and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers or any other holder Apollo Management (including the reasonable and documented fees and expenses of a Note special counsel and other representatives engaged by the Purchasers or Apollo Management) up to an aggregate of $1,500,000 in connection with the transactions contemplated hereby and in connection with (i) such Transactions, (ii) any amendments, waivers or consents under or in respect of this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Other Documents (whether or not such amendment, waiver or consent becomes effective)) or (iii) the Purchaser's investment in the Debentures, including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement or any of the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsOther Documents, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or any of the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsOther Documents, or by reason of being a holder of any Note and Debenture, (b) the out-of-pocket costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated herebyTransactions, and (c) any filing fees payable by the Notes, by Company or the Mortgage Indenture (including Purchasers in connection with any filings or submissions required under the Supplemental Indenture) or by HSR Act in connection with the First Mortgage Bondsconversion of the Debentures. If required by the NAICPrior to paying such expenses, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)will be given an opportunity to review reasonably detailed invoices related thereto. The obligations of the Company under this Section 7.1 will paysurvive the payment or transfer of any Debenture, the enforcement, amendment or waiver of any provision of this Agreement or any Other Agreement, and will save the termination of this Agreement or any Other Agreement. All such fees and expenses incurred as of the Closing Date shall be paid at the Closing in immediately available funds by wire transfer to such bank accounts as the Purchasers and each other holder of a Note harmless from, (i) all claims or Apollo Management shall have notified the Company in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by such Person), (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 Companywriting.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers and, if reasonably requiredrequired by the Required Holders, one local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by provided that such costs and expenses under this clause (c) shall not exceed $3,500 in the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bondsaggregate. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those those, if any, retained by such Person), 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs Parent Guarantor and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), jointly and severally, agree to pay all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Parent Guaranty or any Affiliate Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Parent Guaranty or any Affiliate Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsParent Guaranty or any Affiliate Guaranty, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Company, the Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Mortgage Indenture Parent Guaranty and any Affiliate Guaranty, (including c) the Supplemental Indenturecosts 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) or by shall not exceed $3,000 for each series and (d) the First Mortgage Bonds. If required by costs, expenses, fees and disbursements of the NAIC, Paying Agent and the Company shall obtain and maintain at Registrar in connection with the performance of its own cost and expense a Legal Entity Identifier (LEI)duties under the Paying Agent Agreement. The Company will Parent Guarantor and the Company, jointly and severally, agree to pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note in connection 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 its purchase of the transactions contemplated herebyNotes). Essex Portfolio, including the use of the proceeds of the Notes by the Company.L.P. Note Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective)) within 15 Business Days after the Company’s receipt of any invoice therefor, including, without limitation: (a) the 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, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Company, the Trust or any of their Subsidiaries or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by that such costs and expenses under this clause (c) shall not exceed $3,500. In the Mortgage Indenture (including event that any such invoice is not paid within 15 Business Days after the Supplemental Indenture) or by Company’s receipt thereof, interest on the First Mortgage Bonds. If required by amount of such invoice shall be due and payable at the NAIC, Default Rate commencing with the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)16th Business Day after the Company’s receipt thereof until such invoice has been paid. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes or any other Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, 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, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsNotes or any other Note Document, or by reason of being a holder of any Note Note, and (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, . The Company will also pay all costs and expenses (including reasonable attorneys’ fees) incurred by the Mortgage Indenture Collateral Agent in connection with the Collateral Documents, including, without limitation; (a) search, filing and recording fees and expenses, (b) costs and expenses incurred in connection with the perfection, protection or preservation of rights or interests under the Collateral Documents, and (c) the costs and expenses, including financial advisors’ fees, incurred in connection with the Supplemental Indenture) insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated by the First Mortgage BondsCollateral Documents. If required by the NAIC, the The Company shall obtain not, in connection with any of the matters described in this Section 15.1, be liable for the costs and maintain at expenses of more than one separate legal firm, and separate local counsel as reasonably required, for the holders of the Notes unless a holder of a Note reasonably determined that its own cost and expense interests as such a Legal Entity Identifier (LEI)holder differ from the interests of other holders of Notes so as to require legal advice. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note in connection 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 its purchase of the transactions contemplated hereby, including the use of the proceeds of the Notes by the CompanyNotes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the documented out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes and any Subsidiary Guaranty and (c) the documented out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,500 for each series of Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Authority will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial informationreasonable, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the transactions contemplated hereby development, preparation, negotiation and execution of this Agreement, any Note Guarantee, the Notes or the other Note Documents (provided, the Authority will not be required to reimburse any such expense of counsel to any holder that is not a Purchaser unless it has approved the incurrence of such expense in connection with advance, such approval not to be unreasonably withheld or delayed) or any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds thereunder (whether or not such amendment, waiver or consent becomes effective). The Authority will pay all reasonable, including, without limitation: (a) the out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with: (a) enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Note Guarantee or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Authority or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain Notes and maintain at its own cost and expense a Legal Entity Identifier (LEI)any Note Guarantee. The Company Authority will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and any Subsidiary Guaranty and (c) the out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed U.S.$5,000. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona Purchaser or other holder in connection with its purchase of the Notes), (ii2) 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 (iii3) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes or any other Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or any other Note Document or in responding to any subpoena or other legal process or informal investigative demand issued (i) in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsNotes or any other Note Document, or (ii) by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes and any other Note Document and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500 per series of Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all properly documented out-of-pocket costs and expenses (including reasonable and properly documented attorneys’ fees of a one special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers you and each Other Purchaser or any other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including Parent Guaranty, the Supplemental Indenture) and Subsidiary Guaranty, the First Mortgage Bonds Intercreditor Agreement or the Collateral Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including Parent Guaranty, the Supplemental Indenture) and Subsidiary Guaranty, the First Mortgage Bonds, Intercreditor Agreement or the Collateral Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including Parent Guaranty, the Supplemental Indenture) and Subsidiary Guaranty, the First Mortgage BondsIntercreditor Agreement or the Collateral Documents, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAICParent Guaranty, the Company shall obtain Subsidiary Guaranty, the Intercreditor Agreement and maintain at its own cost the Collateral Documents and expense a Legal Entity Identifier (LEI)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 the Purchasers you and each other Other Purchaser or holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note in connection 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 its purchase of the transactions contemplated hereby, including the use of the proceeds of the Notes by the CompanyNotes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes or any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsNotes or any Subsidiary Guaranty, or by reason of being a holder of any Note and or any Subsidiary Guaranty or (b) the out-of-pocket costs and expenses, including the fees of one financial advisors’ feesadvisor acting on behalf of all of the holders of the Notes, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note in connection 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 its purchase of the transactions contemplated hereby, including the use of the proceeds of the Notes by the CompanyNotes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by Notes and any Subsidiary Guaranty and (c) the Mortgage Indenture (including costs and expenses incurred in connection with the Supplemental Indenture) or by initial filing of this Agreement and all related documents and financial information with the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)SVO. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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 $3,500; provided, further, that the aggregate amount of attorneys’ fees of a special counsel to the Purchasers and, if reasonably required by the Mortgage Indenture (including Required Holders, local or other counsel incurred in connection with the Supplemental Indenture) or execution and delivery of this Agreement and the Closing of the Notes and to be paid by the First Mortgage BondsCompany shall not exceed $100,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). WhiteHorse Finance, Inc. Note Purchase Agreement The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the NotesParent Guaranty, any Subsidiary Guaranty or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the NotesParent Guaranty, any Subsidiary Guaranty or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Parent Guaranty, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Mortgage Indenture Parent Guaranty and any Subsidiary Guaranty and (including c) the Supplemental Indenturecosts 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) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,000 per Series of Notes. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, Roanoke Gas Company Private Shelf Agreement of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all documented out-of-pocket costs and expenses (including but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for, collectively, the Purchasers (and Additional Purchasers under any Supplement) and each other holder of a Note, taken as a whole, and, if reasonably requiredrequired by the Required Holders, one local or other counselcounsel in each relevant jurisdiction) incurred by the Purchasers or any Purchasers, the Additional Purchasers, if any, and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture Agreement (including any Supplement), any Subsidiary Guaranty or the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bondsshall not exceed $3,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out-of-pocket attorneys’ fees of one special counsel for, collectively, the Purchasers, the Additional Purchasers, if any, and each other holder of a Note, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, 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) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any Note by such Purchaser or such holder of a Note or (y) a claim between a Purchaser and an Additional 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 Company and/or its Affiliates).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note; (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and any Guaranty Agreement; and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,000. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser 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 Companyholder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for the Purchasers and any Additional Purchasers, as a group, and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any each Purchaser and each Additional Purchaser and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture Agreement (including any Supplement), any Subsidiary Guaranty or the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture Agreement (including any Supplement), any Subsidiary Guaranty or the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby (including any Supplement) and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $4,000 for each series or tranche 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, 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 Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage BondsNotes). If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save For the Purchasers and each other holder avoidance of a Note harmless from, (i) all claims in respect of any feesdoubt, costs or expenses, if any, of brokers and finders (other than those retained by such Person), (ii) expenses shall include any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note Registration Duty. This Section 15.1 shall not apply with respect to a payment under such Taxes other than any Taxes that represent losses, claims, damages or similar charges arising from any non-Tax claim. Waste Connections, Inc. 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.Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Constituent Companies will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the NotesSubsidiary Guaranty Agreement, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes or any other Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the NotesSubsidiary Guaranty Agreement, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, 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, the NotesSubsidiary Guaranty Agreement, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsNotes or any other Note Document, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and the expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the either Constituent Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Mortgage Indenture Subsidiary Guaranty Agreement and the other Note Documents and (including c) the Supplemental Indenturecosts 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) or by the First Mortgage Bondsshall not exceed $6,500. If required by the NAIC, the Company Issuer shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company Constituent Companies will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona Purchaser or other holder in connection with its purchase of the Notes), (ii2) 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 (iii3) 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 CompanyIssuer, provided that the Constituent Companies shall have no obligation under this clause (3) to any Purchaser or holder to the extent resulting from the bad faith, gross negligence or willful misconduct of such Purchaser or holder as determined by a court of competent jurisdiction by final and nonappealable judgment.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bondsshall not exceed $5,000 per series of Note. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all properly documented out-of-pocket costs and expenses (including reasonable attorneys’ fees of a single set of special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guarantee or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guarantee or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guarantee or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and (c) the properly documented out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, by the Mortgage Indenture provided that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed U.S.$3,300. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note in connection 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 its purchase of the transactions contemplated hereby, including the use of the proceeds of the Notes by the CompanyNotes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes or any other Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, 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, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsNotes or any other Note Document, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and any other Note Document and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bondsshall not exceed $3,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bondsshall not exceed $3,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.. The York Water Company Note Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any NPA Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any NPA Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any NPA Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and any NPA Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, by the Mortgage Indenture provided that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bondsshall not exceed $5,000 per Series of Note. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $5,000. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees of a your special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers you and each Other Purchaser or any other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, including without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note Note, and (b) the out-of-pocket costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers you 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 retained by such Personyou). In furtherance of the foregoing, (ii) any on the date of the Closing the Company will pay or cause to be paid the reasonable fees, disbursements 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 estimated unposted disbursements and expenses) or obligation resulting from the consummation other charges as of the transactions contemplated hereby, including the use date of the proceeds Closing) of your special counsel which are reflected in the statement of such special counsel submitted to the Company on or prior to the date of the Notes by Closing. The Company will also pay, promptly upon receipt of supplemental statements therefor, reasonable additional fees, if any, and disbursements and other charges of such special counsel in connection with the Companytransactions hereby contemplated (including disbursements and other charges unposted as of the date of the Closing to the extent such amounts exceed estimated amounts paid as aforesaid).

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 reasonable out-of-pocket costs and expenses incurred in connection with by the initial filing Collateral Agent, you, each Other Purchaser and each other holder of this Agreement and all related documents and financial informationa Note (including, and all subsequent annual and interim filings of documents and financial information related theretowithout limitation, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees of a special counsel and, if reasonably required, local or other counselappropriate counsel for you and the Other Purchasers) in connection with the preparation, execution and delivery of this Agreement, the Notes and the other Note Documents to the extent provided in the Fee Letter and, (b) all of the costs and expenses incurred by the Purchasers or any Collateral Agent, you, each Other 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 Collateral Agent, you and the Other Purchasers) in connection with the transactions contemplated hereby administration and in connection with 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, and (c) all of the amendments, waivers or consents under or in respect of this Agreement, the Notes, Notes or any of the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds other Note Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (ai) the out-of-pocket reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Notes or any of the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, other Note Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, Notes or any of the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bondsother Note Documents, or by reason of being a holder of any Note the Notes, and (bii) the out-of-pocket 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 of its Subsidiaries or in connection with any work-out out, renegotiation or restructuring of any of the transactions contemplated hereby, by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) Notes or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)other Note Documents. The Company will pay, and will save the Purchasers you and each other holder of a Note the Notes harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by you or any such Personholder), (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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the NotesGuarantees, any Subsidiary Guarantee or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the NotesGuarantees, any Subsidiary Guarantee or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes after an Event of Default or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Guarantees, any Subsidiary Guarantee or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Guarantor, the Company or any Subsidiary or in connection with any work-out or restructuring after an Event of Default of the transactions contemplated hereby, by the Notes, by the Mortgage Indenture Guarantees and by any Subsidiary Guarantee and (including c) the Supplemental Indenturecosts 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) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed U.S.$3,300. The Company will pay, and Obligors will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) from all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by such Person), (ii) any and all wire transfer fees that any bank Purchaser 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 Companyholder).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Constituent Companies will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Subsidiary Guaranty Agreement or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Subsidiary Guaranty Agreement or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Subsidiary Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and the Subsidiary Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bondsshall not exceed $3,500. If required by the NAIC, the Company Issuer shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company Constituent Companies will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona Purchaser or other holder in connection with its purchase of the Notes), (ii2) 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 (iii3) 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 CompanyIssuer.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Constituent Companies will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Subsidiary Guaranty Agreement or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Subsidiary Guaranty Agreement or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Subsidiary Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the a Constituent Company or any of its Subsidiaries or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, Subsidiary Guaranty Agreement and by the Mortgage Indenture Notes and (including c) the Supplemental Indenture) or by costs and expenses incurred in connection with the First Mortgage Bonds. If required by the NAICinitial filing of this Agreement, the Company Subsidiary Guaranty Agreement and all related documents and financial information with the SVO provided, that such costs and expenses shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $5,000. The Company Constituent Companies will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note in connection 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 its purchase of the transactions contemplated hereby, including the use of the proceeds of the Notes by the CompanyNotes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a one special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers you and each Other Purchaser or any other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including Parent Guaranty or the Supplemental Indenture) and the First Mortgage Bonds Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including Parent Guaranty or the Supplemental Indenture) and the First Mortgage Bonds, Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including Parent Guaranty or the Supplemental Indenture) and the First Mortgage BondsSubsidiary Guaranty, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by the Mortgage Indenture Parent Guaranty and the Subsidiary Guaranty and (including c) the Supplemental Indenture) or by costs and expenses, not in excess of $3,000, incurred in connection with the First Mortgage Bonds. If required by initial filing of this Agreement and all related documents and financial information with the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)SVO. The Company will pay, and will save the Purchasers you and each other Other Purchaser or holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note in connection 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 its purchase of the transactions contemplated hereby, including the use of the proceeds of the Notes by the CompanyNotes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Affiliate Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Affiliate Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Affiliate Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes and any Affiliate Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,500 for each series of Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company Issuer will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any and all wire transfer fees that any the Issuer’s bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby by this Agreement are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note Holder in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Indenture or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Indenture or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, Indenture or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Holder; (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated herebyby this Agreement, the Indenture and the Bonds; and (c) the cost of obtaining Private Placement Numbers issued by Standard & Poor’s CUSIP Service Bureau for the Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note Holder harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona Purchaser or other Holder in connection with its purchase of the Bonds), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note Bond to such holder Holder or otherwise charges to a holder of a Note Holder with respect to a payment under such Note Xxxx 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 Bonds by the Company. Notwithstanding the foregoing, the Company shall not be required to pay any costs or expenses of a Purchaser if such Purchaser shall have failed to purchase any Bonds that it is obligated to purchase under this Agreement.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby 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, by the Mortgage Indenture provided that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,500. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, from (i) ), all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture provided that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,500. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,500. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder of a Note in connection with its purchase of the Notes) and (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 CompanyNote.”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders or the Note Administrative Agent, as applicable, local or other counsel) incurred by the Purchasers or any Purchasers, each other holder of a Note, the Note Administrative Agent, the Registrar and the Paying Agent in connection with such transactions and the Financing Documents and in connection with the transactions contemplated hereby preparation, negotiation, execution, delivery and in connection with administration of the Financing Documents (including the filing of UCC continuation (or similar) statements), and the administration of and any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds any Financing Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, any Financing Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bondsany Financing Document, or by reason of being a holder of any Note, the Note and Administrative Agent, the Registrar or the Paying Agent hereunder, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and/or by the Notesother Financing Documents, by and (c) the Mortgage Indenture (including costs and expenses incurred in connection with the Supplemental Indenture) or by initial filing of this Agreement and all related documents and financial information with the First Mortgage BondsSVO. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will indemnify, pay, and will save the Purchasers and hold each Purchaser, each other holder of a Note, the Note Administrative Agent (and any sub-agent thereof), the Paying Agent, the Registrar and the Lead Sustainability Coordinator harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person)a Purchaser or other holder in connection with its purchase of the Notes) and the Note Administrative Agent, (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 loss, 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 execution or delivery of this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or their respective obligations hereunder or thereunder, or the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees of a one special counsel for the Purchasers and, if reasonably required, local or other counsel) incurred by the Purchasers or any other holder and the holders of a Note Notes in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes or any Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or any Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsNotes or any Subsidiary Guaranty, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company an Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by any Subsidiary Guaranty, and (c) the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own reasonable cost and expense a Legal Entity Identifier (LEI)expenses incurred in connection with the initial filing of this Agreement, all related documents and financial information, all subsequent annual and interim filings of documents and financial information related hereto with the Securities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof. The Company Obligors will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by such Personthe Purchasers), (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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummatedconsummated (unless such transactions fail to close as a result of any discretionary action or inaction by any Purchaser) and subject to the provisions of Section 11.8, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers or any other holder of a Note you in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any of the Notes, the Mortgage Indenture (including the Supplemental Indenture) Loan Documents and the First Mortgage Bonds Warrants (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any of the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Loan Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any of the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsLoan Documents, or by reason of being a holder of any Note Note, and (b) the out-of-pocket reasonable 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, hereby and by the Notes; provided, by however, notwithstanding anything in the Mortgage Indenture (including foregoing provided to the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAICcontrary, the Company shall obtain not be required to pay: (i) the fees, costs and maintain at its own cost expenses of more than one special counsel, and, if reasonably required, local or other counsel, for all the Purchasers; (ii) any legal or other professional fees, costs and expense expenses incurred in connection with or attributable to your or any holder’s breach (as determined by a Legal Entity Identifier final, binding and non-appealable order of a court of competent jurisdiction) of any provision of the Loan Documents or the Warrants applicable to such Person and (LEI)iii) legal or other professional fees, costs and expenses incurred prior to (assuming consummation of the transactions contemplated hereby) and in connection with the Loan Documents and any amendments thereof, which exceed $75,000 in the aggregate. The Company will pay, and will save the Purchasers 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 those retained by you or such Personholder), (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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay the reasonable out-of-pocket all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Subsidiary Guaranty, or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Subsidiary Guaranty, or the Notes, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Subsidiary Guaranty, or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any other Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Subsidiary Guaranty, and by the Notes, and (c) the costs and expenses not in excess of $3,000 incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related theretoto this Agreement, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent Securities Valuation Office of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees National Association of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers Insurance Commissioners or any other holder of a Note in connection with successor organization succeeding to the transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)authority thereof. The Company Obligors will pay, and will save the Purchasers you 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 retained by such Personyou), (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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and any Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bondsshall not exceed $5,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees fees, costs and disbursements of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers you and each Other Purchaser or any other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note Note, and (b) the out-of-pocket 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 and by the Notes; provided that, (x) with respect to attorneys’ fees, costs and disbursements payable by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAICCompany pursuant to this §15.01, the Company shall obtain not be obligated to pay for the attorneys’ fees, costs and maintain at its own cost disbursements of more than one firm of special counsel (which firm shall be the firm retained to represent you, the Other Purchasers, and expense a Legal Entity Identifier all other holders of Notes collectively) and, to the extent that local or other counsel is reasonably required, the attorneys’ fees, costs and disbursements of no more than one firm of such local or other counsel (LEIwhich firm shall be the firm retained to represent you, the Other Purchasers, and all other holders of Notes collectively), and (y) with respect to financial advisors’ fees payable by the Company pursuant to this §15.01, the Company shall not be obligated to pay for financial advisors’ fees and related costs and expenses of more than one firm of financial advisors (which firm shall be the firm retained to represent you, the Other Purchasers, and all other holders of Notes collectively). The Company will pay, and will save the Purchasers hold you 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 retained by such Personyou), (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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Constituent Companies will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket documented costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Subsidiary Guaranty Agreement or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket documented costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Subsidiary Guaranty Agreement or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Subsidiary Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket documented costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the either Constituent Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and the Subsidiary Guaranty Agreement and (c) the reasonable and documented costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, by that such costs and expenses under this clause (c) shall not exceed $5,000; provided further, that in connection with the Mortgage Indenture (including execution of this Agreement and the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAICClosing, the Company shall obtain and maintain at its own cost and expense Constituent Companies will not be required to pay the attorney’s fees for more than a Legal Entity Identifier (LEI)single special counsel acting for all Initial Purchasers. The Company Constituent Companies will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (ii2) 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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a the Noteholders’ special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers Noteholders or any other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including other Financing Documents or the Supplemental Indenture) and the First Mortgage Bonds Security Documents (whether or not such amendment, waiver or consent becomes effective), including, including without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including other Financing Documents or the Supplemental Indenture) and the First Mortgage Bonds, Security Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bondsany thereof, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby or by the Notes, by the Mortgage Indenture other Financing Documents or the Security Documents and (including c) the Supplemental Indenture) or by costs and expenses incurred in connection with the First Mortgage Bonds. If required by initial filing of this Agreement and all related documents and financial information with the NAIC, Securities Valuation Office of the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)National Association of Insurance Commissioners. The Company will pay, and will save the Purchasers each Noteholder 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 retained by such PersonNoteholder). In furtherance of the foregoing, (ii) any on the Effective Date the Company will pay or cause to be paid the reasonable fees and all wire transfer fees that any bank or disbursements and 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 estimated unposted disbursements and expenses) or obligation resulting from the consummation other charges as of the transactions contemplated hereby, including the use Effective Date) of the proceeds Noteholders’ special counsel which are reflected in the statement of such special counsel submitted to the Company on or prior to the Effective Date. The Company will also pay, promptly upon receipt of supplemental statements therefor, reasonable additional fees, if any, and disbursements and charges of such special counsel in connection with the transactions hereby contemplated (including disbursements and other charges unposted as of the Notes by Effective Date to the Companyextent such disbursements exceed estimated amounts paid as aforesaid).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers you and each Other Purchaser or any other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Subsidiary Guaranty or any Subordination Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsSubsidiary Guaranty or any Subordination Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsSubsidiary Guaranty or any Subordination Agreement, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Fund, the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) Subsidiary Guaranty or by any Subordination Agreement and (c) the First Mortgage Bonds. If required by fees and costs incurred in connection with the NAICinitial 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 Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)Securities Valuation Office of the National Association of Insurance Commissioners or any successor organizations succeeding to the authority thereof. The Company will pay, and will save the Purchasers 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 those retained by such Personyou), (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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby (including by any Supplement) are consummated, the Company will pay the reasonable out-of-pocket costs Parent Guarantor and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), jointly and severally, agree to pay all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any Supplements (and the issuance of Notes thereunder), amendments, waivers or consents under or in respect of this Agreement, the Notes, Notes or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Guaranty (whether or not such Supplement, amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this AgreementAgreement (including any Supplement), the Notes, Notes or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), the Notes, Notes or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsGuaranty, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Company, the Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby (including any Supplement) and by the Notes and the Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and any Supplement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (c) shall not exceed $3,500 for each Series or tranche of Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will Parent Guarantor and the Company, jointly and severally, agree to pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, from (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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’ attorney’s fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bondsshall not exceed $3,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs Parent Guarantor and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), jointly and severally, agree to pay all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Parent Guaranty or any Affiliate Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Parent Guaranty or any Affiliate Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsParent Guaranty or any Affiliate Guaranty, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company Company, the Parent Guarantor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Mortgage Indenture Parent Guaranty and any Affiliate Guaranty, (including c) the Supplemental Indenturecosts 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) or by shall not exceed $3,000 and (d) the First Mortgage Bonds. If required by costs, expenses, fees and disbursements of the NAIC, Paying Agent and the Company shall obtain and maintain at Registrar in connection with the performance of its own cost and expense a Legal Entity Identifier (LEI)duties under the Paying Agent Agreement. The Company will Parent Guarantor and the Company, jointly and severally, agree to pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note in connection 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 its purchase of the transactions contemplated herebyNotes). Essex Portfolio, including the use of the proceeds of the Notes by the Company.L.P. Note Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Obligors will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees of a one special counsel for the Purchasers and, if reasonably required, local or other counsel) incurred by the Purchasers or any other holder and the holders of a Note Notes in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Notes or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Subsidiary Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Notes or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Subsidiary Guaranty or in responding to any subpoena or other legal process or informal investigative demand by any Governmental Authority issued in connection with this Agreement, the Notes, Notes or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsSubsidiary Guaranty, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ ' fees, incurred in connection with the insolvency or bankruptcy of the Company an Obligor or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by Subsidiary Guaranty, and (c) the NAIC, the Company shall obtain and maintain at its own reasonable cost and expense a Legal Entity Identifier (LEI)expenses incurred in connection with the initial filing of this Agreement, all related documents and financial information, all subsequent annual and interim filings of documents and financial information related hereto with the Securities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof. The Company Obligors will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by such Personthe Purchasers), (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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket documented costs and expenses (including reasonable and documented attorneys’ fees of a one special counsel for the holders, taken as a whole, and, if reasonably requiredrequired by the Required Holders, one local or other counselcounsel in each applicable jurisdiction and/or one specialty counsel in any applicable specialty) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds any Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, any Note Document or in responding to any subpoena or other legal process or ‑38‑ American Assets Trust, L.P. Note Purchase Agreement informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bondsany Note Document, or by reason of being a holder of any Note and Note, (b) the out-of-pocket 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 herebyby any Note Document and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, by the Notes, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bondsshall not exceed $3,500. If required by the NAIC, the Company 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 the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 CompanyCompany 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 the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Parent Guarantor, the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes and any Subsidiary Guaranty 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 $5,000 per series of Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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. Terreno Realty LLC Agreement 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.Purchase

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $9,950. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers you and each Other Purchaser or any other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Other Agreements, the Notes, \the Trust Guaranty, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Subordination Agreement or any Subsidiary Guaranty\or any Financing Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Other Agreements, the Notes, \the Trust Guaranty, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsSubordination Agreement or any Subsidiary Guaranty\or any Financing Document, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Other Agreements, the Notes, \the Trust Guaranty, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsSubordination Agreement or any Subsidiary Guaranty\or any Financing Document, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company \Trust, the \Company or any\ Restricted\ Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, \by the Trust Guaranty, by the Mortgage Indenture Subordination Agreement or any Subsidiary Guaranty,\or any Financing Document, 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 organizations succeeding to the authority thereof\, and (d) the costs and expenses of the holders of the Notes incurred in connection with any Reorganization or any amendment or waiver required in connection therewith, including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain fees and maintain at its own cost and expense a Legal Entity Identifier (LEI). expenses of their special counsel\. The Company will pay, and will save the Purchasers 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 those retained by such Personyou), (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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing documented out of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including but limited, in the case of attorney’s fees and expenses, to the reasonable and documented attorneys’ fees of a one special counsel for, collectively, the Purchasers and each other holder of a Note, taken as a whole, and, if reasonably requiredrequired by the Required Holders, one local or other counselcounsel in each relevant jurisdiction) incurred by the Purchasers or any Purchasers, the Additional Purchasers, if any, and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture Agreement (including any Supplement), any Subsidiary Guaranty or the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) shall not exceed $3,500 for each Series or by the First Mortgage Bondstranche. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). Blackrock Capital Investment Corporation Note Purchase Agreement The Company will pay, and will save the Purchasers each Purchaser, Additional Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona Purchaser and an Additional Purchaser, or other holder in connection with its purchase of the Notes), and (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 judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable but limited, in the case of attorneys’ fees and expenses, to the reasonable and documented out‑of‑pocket attorneys’ fees of one special counsel for, collectively, the Purchasers and each other holder of a Note, taken as a whole) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, in each case other than any judgment, liability, claim, order, decree, fine, penalty, cost, fee judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation that resulted from (x) the bad faith, gross negligence or willful misconduct or breach of this Agreement or any Note by such Purchaser or such holder of a Note or (y) a claim between a 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 Company and/or its Affiliates).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds any Transaction Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, any Transaction Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bondsany Transaction Document, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company any Obligor or any of its Subsidiaries or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by Notes and any Subsidiary Guaranty and (c) the Mortgage Indenture (including costs and expenses incurred in connection with the Supplemental Indenture) or by initial filing of this Agreement and all related documents and financial information with the First Mortgage BondsSVO. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Issuer will pay the all reasonable out-of-pocket costs and expenses incurred in connection with by the initial filing of this Agreement Noteholders and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses Collateral Agent (including reasonable attorneys’ fees of a one special counsel for the Noteholders and one special counsel for the Collateral Agent and, if reasonably required, local or other counselcounsel for each of the Noteholders and the Collateral Agent) incurred by the Purchasers or any other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing enforcing, pursuing or defending protecting (or determining whether or how to enforce enforce, pursue or defendprotect) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or any Financing Agreement or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage BondsNotes or any Financing Agreement, or by reason of being a holder of any Note and Noteholder or the Collateral Agent, (b) the out-of-pocket costs and expenses, including financial advisors’ , and reasonable legal counsel fees, incurred in connection with the insolvency or bankruptcy of the Company Issuer or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by the Mortgage Indenture Notes and (c) reimbursement of any costs and expenses (including any indemnification) which the Supplemental Indenture) or by Noteholders paid to the First Mortgage Bonds. If required by the NAICCollateral Agent pursuant to, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)in accordance with, any Financing Agreement. The Company Issuer will pay, and will save the Purchasers and each other holder of a Note Noteholder harmless from, (i) all claims in respect of any fees, costs or expenses, expenses if any, of brokers and finders (other than those retained by such Person), (iiNoteholder) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note relating 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 herebyby the Financing Agreements. In addition to and without prejudice to the rights of the Collateral Agent or any Noteholder under any Financing Agreement, when the Collateral Agent or any Noteholder incurs expenses or renders services in connection with an Event of Default specified in paragraph (h) or (i) of Section 11.1 of this Agreement, the expenses (including the use reasonable charges and expenses of its counsel) and the proceeds compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law, to the Notes extent permitted by the Companylaw.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, with respect to any costs or expenses arising after the Closing, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,500.00. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 Company.Note. ‑33‑

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket documented costs and expenses (including reasonable ‑31‑ American Assets Trust, L.P. Note Purchase Agreement and documented attorneys’ fees of a one special counsel for the holders, taken as a whole, and, if reasonably requiredrequired by the Required Holders, one local or other counselcounsel in each applicable jurisdiction and/or one specialty counsel in any applicable specialty) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds any Note Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, any Note Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bondsany Note Document, or by reason of being a holder of any Note and Note, (b) the out-of-pocket 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 herebyby any Note Document and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, by the Notes, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bondsshall not exceed $3,500. If required by the NAIC, the Company 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 the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 CompanyCompany 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 the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, with respect to any costs or expenses arising after the Closing, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of ‑38‑ UGI Utilities, Inc. Note Purchase Agreement being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out work‑out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,500.00. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees of a one law firm acting as special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with such transactions (provided that the transactions contemplated hereby Company shall not be required to reimburse the Purchasers for expenses (other than fees and expenses of the Purchasers’ special counsel) incurred on or prior to the date of Closing in excess of $10,000 in the aggregate) and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Guaranty Agreement or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Guaranty Agreement or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company Parent, the Company, Care GP or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the Notes, by Notes and the Mortgage Indenture Guaranty Agreement and (including c) the Supplemental Indenturecosts 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) or by the First Mortgage Bondsshall not exceed $1,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers you or any other of the Other Purchasers, or holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including Parent Guaranty, the Supplemental Indenture) and the First Mortgage Bonds Subsidiary Guaranty or any Subordination Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture (including Parent Guaranty, the Supplemental Indenture) and the First Mortgage BondsSubsidiary Guaranty or any Subordination Agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including Parent Guaranty, the Supplemental Indenture) and the First Mortgage BondsSubsidiary Guaranty or any Subordination Agreement, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Fund, the Company or any Restricted Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by the Mortgage Indenture (including Parent Guaranty, the Supplemental Indenture) Subsidiary Guaranty or by any Subordination Agreement and (c) the First Mortgage Bonds. If required by fees and costs incurred in connection with the NAICinitial 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 Company SVO, provided that such costs and expenses under this clause (c) shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed U.S. $3,000. The Company will pay, and will save the Purchasers 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 those retained by such Personyou), (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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and any Subsidiary Guaranty, by and (c) the Mortgage Indenture 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 (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,500. The Company will pay, and will save the Purchasers hold each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note in connection 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 its purchase of the transactions contemplated hereby, including the use of the proceeds of the Notes by the CompanyNotes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket invoiced costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder in connection with its purchase of a Note with respect to a payment under such Note the Notes). On the date hereof, the Company shall have paid the reasonable, documented and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ invoiced fees and expenses) or obligation resulting from disbursements of MetLife’s special counsel, Xxxxxxx XxXxxxxxx LLP, as evidenced by a statement of such counsel rendered to the consummation of Company at least one Business Day prior to the transactions contemplated hereby, including the use of the proceeds of the Notes by the Companydate hereof.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by the Purchasers you and each Other Purchaser or any other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds any Financing Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreementany Financing Document (including, without limitation, any such costs and expenses of the Notes, holders of Notes or any collateral agent acting on their behalf in connection with any enforcement of or realization against any collateral securing the Mortgage Indenture (including obligations of the Supplemental Indenture) Company and the First Mortgage Bonds, Subsidiary Guarantors under the Financing Documents) or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bondsany Financing Document, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the NotesFinancing Documents and (c) the costs and expenses incurred in connection with (i) a merger, by consolidation or similar transaction, (ii) the Mortgage Indenture delivery of a Subsidiary Guaranty (including or joinder thereof) pursuant to Section 10.7, (iii) the Supplemental Indenturedelivery of any additional Security Document or (iv) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)release of any Subsidiary Guarantor pursuant to Section 22. The Company will pay, and will save the Purchasers you and each Other Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by such Person), (iiany Purchaser or holder) 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 incurred with respect to a payment under such Note the issuance and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) sale of the Notes or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.”

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including but limited to reasonable attorneys’ fees of a one special counsel for all of the Purchasers and each other holder of a Note (unless there is a conflict preventing one counsel from representing all the Purchasers and such holders) and, if reasonably requiredrequired by the Required Holders, local or other counselcounsel in each relevant jurisdiction) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture (including Subsidiary Guaranty, the Supplemental Indenture) and the First Mortgage Bonds Intercreditor Agreement or any other Transaction Document (whether or not such amendment, waiver or consent becomes effective), including, without limitation: limitation (but subject to the limitation on attorneys’ fees above): (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend or cause the Collateral Agent to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture Subsidiary Guaranty, the Intercreditor Agreement or any other Transaction Document (including including, without limitation, to protect, collect, lease, sell, take possession of, release or liquidate any of the Supplemental IndentureCollateral) and the First Mortgage Bonds, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Mortgage Indenture (including Subsidiary Guaranty, the Supplemental Indenture) and the First Mortgage BondsIntercreditor Agreement or any other Transaction Document, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and the Subsidiary Guaranty, by (c) all costs and expenses, including without limitation reasonable attorneys’ fees, preparing, recording and filing all financing statements, instruments and other documents to create, perfect and fully preserve and protect the Mortgage Indenture Liens granted in the Collateral Documents and the rights of the holders or of the Collateral Agent for the benefit of the holders, (including d) the Supplemental Indenturefees, costs and expenses of the Collateral Agent and (e) or by the First Mortgage Bonds. If required by costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO of the NAIC, the Company provided, that such costs and expenses under this clause (e) shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,000 per series. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note in connection 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 its purchase of the transactions contemplated hereby, including the use of the proceeds of the Notes by the CompanyNotes).

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial informationdocumented, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, one local counsel in each applicable jurisdiction and, solely, in the event of a conflict of interest, one additional counsel for each group subject to such conflict of interest) incurred by the Purchasers and each other holder of a Note in connection with such transactions. In addition, the Company will pay all costs and expenses (including attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers or any other each holder of a Note in connection with the transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, 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, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,500. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (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. ITT Holdings LLC 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.Purchase Agreement

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including including, but with respect to the payment of attorneys’ fees, limited to, reasonable and documented attorneys’ fees of a one special counsel and, if reasonably requiredrequired by the Required Holders, one local or other counselcounsel in each applicable jurisdiction for the Purchasers and the holders) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Guaranty Agreement or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Guaranty Agreement or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and the Guaranty Agreement and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, by the Mortgage Indenture that such costs and expenses under this clause (including the Supplemental Indenturec) or by the First Mortgage Bonds. If shall not exceed $4,500 and (d) if required by the NAIC, the Company shall obtain cost of obtaining and maintain at its own cost and expense maintaining a Legal Entity Identifier (LEI). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Persona 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 Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the all reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees of a one special counsel for the Purchasers and any Additional Purchasers, as a group, and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any each Purchaser and each Additional Purchaser and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Mortgage Indenture Agreement (including any Supplement), any Subsidiary Guaranty or the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Mortgage Indenture Agreement (including any Supplement), any Subsidiary Guaranty or the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this AgreementAgreement (including any Supplement), any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby (including any Supplement) and by the Notes and any Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $4,000 for each series or tranche 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, 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 Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage BondsNotes). If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save For the Purchasers and each other holder avoidance of a Note harmless from, (i) all claims in respect of any feesdoubt, costs or expenses, if any, of brokers and finders (other than those retained by such Person), (ii) expenses shall include any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note Registration Duty. This Section 15.1 shall not apply with respect to a payment under such Note and (iii) Taxes other than any judgmentTaxes that represent losses, liabilityclaims, damages or similar charges arising from any non-Tax claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special Canadian counsel and a special U.S. counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any Existing Noteholders, each other holder of a Note and the Collateral Agent in connection with such transactions, with the transactions perfection of the Liens in and on the Collateral contemplated hereby by the Security Documents and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Notes or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds other Financing Documents (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 out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Notes or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, other Financing Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, Notes or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bondsother Financing Documents, or by reason of being a holder of any Note, and all reasonable expenses incurred by each holder of a Note and the Collateral Agent incurred in connection with the preservation of any Lien or realization on or pursuit of remedies with respect to any Collateral following the occurrence and during the continuance of any Default or Event of Default, (b) the out-of-pocket 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 and by the NotesFinancing Documents, by and (c) the Mortgage Indenture 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 (including the Supplemental Indenturec) or by the First Mortgage Bonds. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI)not exceed $3,500. The Company will pay, and will save the Purchasers each Existing Noteholder and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such PersonExisting Noteholder or other holder in connection with the purchase of the Notes), and (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 CompanyNote.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective)) within fifteen (15) Business Days after the Company’s receipt of any invoice therefor, including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Subsidiary Guaranty or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Material Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and any Subsidiary Guaranty and (c) the reasonable fees and expenses of special counsel for the investors and, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If if reasonably required by the NAICRequired Holders, the Company shall obtain and maintain at its own cost and expense local or other counsel, in connection with a Legal Entity Identifier (LEItransaction requiring an opinion of counsel pursuant to Section 10.7(2). The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note in connection 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 its purchase of the transactions contemplated hereby, including the use of the proceeds of the Notes by the CompanyNotes).

Transaction Expenses. Whether or not the transactions contemplated hereby by this Agreement are consummated, the Company will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note Holder in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Indenture or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Indenture or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, Indenture or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Holder; (b) the out-of-pocket costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by the Mortgage Indenture (including the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAICthis Agreement, the Company shall obtain Indenture and maintain at its own the Bonds; and (c) the cost and expense a Legal Entity Identifier (LEI)of obtaining Private Placement Numbers issued by Standard & Poor’s CUSIP Service Bureau for the Bonds. The Company will pay, and will save the Purchasers each Purchaser and each other holder of a Note Holder harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), (ii) any and all wire transfer fees that any bank a Purchaser or other financial institution deducts from Holder in connection with its purchase of the Bonds). Notwithstanding the foregoing, the Company shall not be required to pay any payment under such Note to such holder costs or otherwise charges to a holder expenses of a Note with respect Purchaser if such Purchaser shall have failed to a payment purchase any Bonds that it is obligated to purchase 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 Companythis Agreement.

Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company Constituent Companies will pay the reasonable out-of-pocket costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related thereto, with the SVO (which costs and expenses shall not exceed $5,000 without the prior written consent of the Company), and all out-of-pocket documented costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably requiredrequired by the Required Holders, local or other counsel) incurred by the Purchasers or any and each other holder of a Note in connection with the such transactions contemplated hereby and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, Subsidiary Guaranty Agreement or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the out-of-pocket documented costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, Subsidiary Guaranty Agreement or the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Subsidiary Guaranty Agreement or the Notes, the Mortgage Indenture (including the Supplemental Indenture) and the First Mortgage Bonds, or by reason of being a holder of any Note and Note, (b) the out-of-pocket documented costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the either Constituent Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, hereby and by the NotesNotes and the Subsidiary Guaranty Agreement and (c) the reasonable and documented costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, by that such costs and expenses under this clause (c) shall not exceed $5,000; provided further, that in connection with the Mortgage Indenture (including execution of this Agreement and the Supplemental Indenture) or by the First Mortgage Bonds. If required by the NAICClosing, the Company shall obtain and maintain at its own cost and expense Constituent Companies will not be required to pay the attorney’s fees for more than a Legal Entity Identifier (LEI)single special counsel acting for all Initial Purchasers. The Company Constituent Companies will pay, and will save the Purchasers each Purchaser and each other holder of a Note harmless from, (i1) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those those, if any, retained by such Person), a Purchaser or other holder in connection with its purchase of the Notes) and (ii2) 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 CompanyNote.