Common use of Expenses; Limitation of Liability; Indemnity; Damage Waiver Clause in Contracts

Expenses; Limitation of Liability; Indemnity; Damage Waiver. (a) The Loan Parties shall, jointly and severally, pay all (i) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the FILO Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent and one primary counsel to the FILO Agent plus, in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable material jurisdiction (excluding allocated costs of in-house counsel) for each of the Administrative Agent and the FILO Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through any Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) reasonable and documented out-of-pocket expenses incurred by advisors to the (x) Administrative Agent (including FTI Consulting, Inc.) and (y) FILO Agent (including Xxxxxxxx Xxxxx Capital, Inc. and M3 Advisory Partners, LP) and (iv) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the FILO Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, the Issuing Bank or any Lender (other than any FILO Term Loan Lender), taken as a whole, and one primary counsel to the FILO Agent and any FILO Term Loan Lender, taken as a whole, plus, in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable jurisdiction, and, in the case of an actual conflict of interest, one additional specialist or local counsel to all such affected persons (in each case taken as a whole and excluding allocated costs of in-house counsel and paralegals) in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses; Limitation of Liability; Indemnity; Damage Waiver. (a) The Loan Parties shall, jointly and severally, pay all (i) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the FILO Agent and their itstheir respective Affiliates, including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent Agent, and one primary counsel to the FILO Agent plus, in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable material jurisdiction (excluding allocated costs of in-house counsel) for each of the Administrative Agent and the FILO Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through any Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) reasonable and documented out-of-pocket expenses incurred by advisors to the (x) Administrative Agent (including FTI Consulting, Inc.) and (y) FILO Agent (including Xxxxxxxx Xxxxx Capital, Inc. and M3 Advisory Partners, LP) and (iv) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the FILO Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, the Issuing Bank or any Lender (other than any FILO Term Loan Lender), taken as a whole, and one primary counsel to the FILO Agent and any FILO Term Loan Lender, taken as a whole, plus, in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable jurisdiction, and, in the case of an actual conflict of interest, one additional specialist or local counsel to all such affected persons (in each case taken as a whole and excluding allocated costs of in-house counsel and paralegals) in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses; Limitation of Liability; Indemnity; Damage Waiver. (a) The Loan Parties shall, jointly and severally, pay all (i) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the FILO Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent and one primary counsel to the FILO Agent Agent, plus, in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable material jurisdiction (excluding allocated costs of in-house counsel) for each of the Administrative Agent and the FILO Agent)), in connection with the syndication and distribution (including, without limitation, via the internet or through any Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) reasonable and documented out-of-pocket expenses incurred by advisors to the (x) Administrative Agent (including FTI Consulting, Inc.) and (y) FILO Agent (including Xxxxxxxx Xxxxx Capital, Inc. and M3 Advisory Partners, LP) and (iv) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the FILO Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, the Issuing Bank or any Lender (other than any FILO Term Loan Lender), taken as a whole, and one primary counsel to the FILO Agent and any FILO Term Loan Lender, taken as a whole, plus, in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable jurisdiction, and, in the case of an actual conflict of interest, one additional specialist or local counsel to all such affected persons (in each case taken as a whole and excluding allocated costs of in-house counsel and paralegals) in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses; Limitation of Liability; Indemnity; Damage Waiver. (a) The Loan Parties shall, jointly and severally, pay all (i) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the FILO Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent and one primary specialist counsel to (which as of the FILO Agent Effective Date is Xxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx, LLP) plus, in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable material jurisdiction (excluding allocated costs of in-house counsel) for each of the Administrative Agent and the FILO Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through any Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunderLender, including the reasonable fees, charges and disbursements of advisors to Administrative Agent’s counsel (including, without limitation, Xxxxxxxx Xxxxx Capital, Inc. and M3 Advisory Partners, LP) and (iii) reasonable and documented out-of-pocket expenses incurred by advisors to the (x) Administrative Agent (including FTI Consulting, Inc.) and (y) FILO Agent (including Xxxxxxxx Xxxxx Capital, Inc. and M3 Advisory Partners, LP) and (iv) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the FILO Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, the Issuing Bank Agent or any Lender (other than any FILO Term Loan Lender), taken as a whole, and one primary counsel to the FILO Agent and any FILO Term Loan Lender, taken as a whole, plus, in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable jurisdiction, and, in the case of an actual conflict of interest, one additional specialist or local counsel to all such affected persons (in each case taken as a whole and excluding allocated costs of in-house counsel and paralegals) in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses; Limitation of Liability; Indemnity; Damage Waiver. (a) The Loan Parties shall, jointly and severally, pay all (i) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the FILO Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent and one primary counsel to the FILO Agent plus, in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable material jurisdiction (excluding allocated costs of in-house counsel) for each of the Administrative Agent and the FILO Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through any Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunderthereunder and, (iii) reasonable and documented out-of-pocket expenses incurred by advisors to the (x) Administrative Agent (including FTI Consulting, Inc.) and (y) FILO Agent (including Xxxxxxxx Xxxxx Capital, Inc. and M3 Advisory Partners, LP) and (iv) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the FILO Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, the Issuing Bank or any Lender (other than any FILO Term Loan Lender), taken as a whole, and one primary counsel to the FILO Agent and any FILO Term Loan Lender, taken as a whole, plus, in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable jurisdiction, and, in the case of an actual conflict of interest, one additional specialist or local counsel to all such affected persons (in each case taken as a whole and excluding allocated costs of in-house counsel and paralegals) in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses; Limitation of Liability; Indemnity; Damage Waiver. xlvi) (a) The Loan Parties shall, jointly and severally, Borrower shall pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the FILO Agent and their respective Affiliatesits Affiliates and the Lead Arrangers and each Issuing Bank, including the reasonable due diligence expenses, syndication expenses, travel expenses, and the fees, charges and disbursements of one primary Xxxxx Xxxx & Xxxxxxxx LLP and any other special or local counsel to for the Administrative Agent and one primary counsel to the FILO Agent plus, in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable material jurisdiction (excluding allocated costs of in-house counsel) for each of as may have been retained by the Administrative Agent and after consultation with the FILO AgentBorrower, in connection with the arrangement and syndication and distribution (including, without limitation, via the internet or through any Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of the Loan Documents and this Agreement (including expenses incurred in connection with due diligence) or any amendments, modifications or waivers of the provisions of the Loan Documents hereof (in each case whether or not the transactions contemplated hereby or thereby shall be Transactions are consummated), (ii) all reasonable out-of-pocket expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by advisors to the (x) Administrative Agent (including FTI Consulting, Inc.) and (y) FILO Agent (including Xxxxxxxx Xxxxx Capital, Inc. and M3 Advisory Partners, LP) and (iv) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the FILO Agent, the any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of one primary any counsel to for the Administrative Agent, the any Issuing Bank or any Lender (other than any FILO Term Loan Lender), taken as a whole, and one primary counsel to the FILO Agent and any FILO Term Loan Lender, taken as a whole, plus, in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable jurisdiction, and, in the case of an actual conflict of interest, one additional specialist or local counsel to all such affected persons (in each case taken as a whole and excluding allocated costs of in-house counsel and paralegals) in connection with the enforcement, collection enforcement or protection of its rights under or in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:.

Expenses; Limitation of Liability; Indemnity; Damage Waiver. (a) The Loan Parties shall, jointly and severally, pay all (i) reasonable and documented out-out- of-pocket expenses incurred by the Administrative Agent, the FILO Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent and one primary specialist counsel to (which as of the FILO Agent Effective Date is Xxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx, LLP) plus, in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable material jurisdiction (excluding allocated costs of in-house counsel) for each of the Administrative Agent and the FILO Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through any Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunderLender, including the reasonable fees, charges and disbursements of advisors to Administrative Agent’s counsel (including, without limitation, Xxxxxxxx Xxxxx Capital, Inc. and M3 Advisory Partners, LP) and (iii) reasonable and documented out-of-pocket expenses incurred by advisors to the (x) Administrative Agent (including FTI Consulting, Inc.) and (y) FILO Agent (including Xxxxxxxx Xxxxx Capital, Inc. and M3 Advisory Partners, LP) and (iv) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the FILO Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, the Issuing Bank Agent or any Lender (other than any FILO Term Loan Lender), taken as a whole, and one primary counsel to the FILO Agent and any FILO Term Loan Lender, taken as a whole, plus, in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable jurisdiction, and, in the case of an actual conflict of interest, one additional specialist or local counsel to all such affected persons (in each case taken as a whole and excluding allocated costs of in-house counsel and paralegals) in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:

Expenses; Limitation of Liability; Indemnity; Damage Waiver. (a) The Loan Parties shall, jointly and severally, pay all (iiExpenses. The Loan Parties shall, jointly and severally, pay all (a) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the FILO Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of one primary outside counsel (other than (ix) solely in the case of an actual or potential conflict of interest, one additional counsel to the Administrative Agent all affected parties, taken as a whole and one primary counsel to the FILO Agent plus, in each case and (iiy) if reasonably necessary, one specialist counsel and one local counsel in each applicable material any relevant jurisdiction (excluding allocated costs of in-house counselsuch Persons, taken as a whole) for each of the Administrative Agent and the FILO Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through an any Electronic System or Approved Electronic Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiib) reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iiiiiic) reasonable and documented out-of-pocket expenses incurred by advisors to the (x) Administrative Agent (including FTI Consulting, Inc.) and (y) FILO Agent (including Xxxxxxxx Xxxxx Capital, Inc. and M3 Advisory Partners, LP) and (iv) reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the FILO Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, the Issuing Bank or any Lender (other than any FILO Term Loan Lender), taken as a whole, and one primary counsel to the FILO Agent and any FILO Term Loan Lender, taken as a whole, plus, in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable jurisdiction, and, in the case of an actual conflict of interest, one additional specialist or local counsel to all such affected persons (in each case taken as a whole and excluding allocated costs of in-house counsel and paralegals) in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during 149 any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, reasonable fees, costs and expenses incurred in connection with: