Common use of Expenses; Indemnity; Damage Waiver; Right of Setoff Clause in Contracts

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Company shall pay (1) all fees and reasonable and documented out of pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related Parties, including the fees, charges and disbursements of outside counsel for each Agent, the Securities Intermediary and the Collateral Administrator, and such other local counsel as required for the Agents, the Securities Intermediary and the Collateral Administrator, collectively, in connection with the preparation and administration of this Agreement, the Equity Pledge Agreement, the Asset Pledge Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Securities Intermediary, the Collateral Administrator and the Lenders, including the fees, charges and disbursements of outside counsel for each Agent, the Securities Intermediary, the Collateral Administrator and such other local counsel as required for all of them, in connection herewith, including the enforcement or protection of their rights in connection with this Agreement, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings provided by them hereunder, including all such reasonable and documented out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Financings.

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Company shall pay (1) all fees and reasonable and documented out of out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related Parties, including the reasonable and documented fees, charges and disbursements of outside counsel for each Agent, the Securities Intermediary Collateral Administrator and the Collateral AdministratorSecurities Intermediary, and such other local counsel as required for the Agents, the Securities Intermediary Collateral Administrator and the Collateral AdministratorSecurities Intermediary, collectively, in connection with the preparation and administration of this Agreement, Agreement and the Equity Pledge Agreement, the Asset Pledge Agreement other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Securities IntermediaryCollateral Administrator, the Collateral Administrator Securities Intermediary and the Lenders, including the fees, charges and disbursements of outside counsel for each Agent, the Securities IntermediaryCollateral Administrator, the Collateral Administrator Securities Intermediary and such other local counsel as required for all of them, in connection herewith, including the enforcement or protection of their rights in connection with this AgreementAgreement or any other Loan Document, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such FinancingsAdvances.

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Company shall pay (1) all fees and reasonable and documented out of out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related Parties, including the fees, charges and disbursements of one outside counsel for each the Administrative Agent and one outside counsel for the Collateral Agent, the Securities Intermediary and the Collateral AdministratorAdministrator together, and such other local counsel as required for the Agents, the Securities Intermediary and the Collateral Administrator, collectively, Administrator in connection with the preparation and administration of this Agreement, the Equity Pledge Agreement, the Asset Pledge Account Control Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Securities IntermediaryCollateral Administrator, the Collateral Administrator Securities Intermediary and the Lenders, including the fees, charges and disbursements of outside counsel for each Agent, the Securities IntermediaryCollateral Administrator, the Collateral Administrator Securities Intermediary and such other local counsel as required for all of themthe Administrative Agent and, collectively, for the Collateral Agent, the Securities Intermediary and the Collateral Administrator together in connection herewith, including the enforcement or protection of their rights in connection with this Agreement and the Account Control Agreement, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such FinancingsAdvances.

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Subject to the Priority of Payments, the Company shall pay (1) all fees and reasonable and documented out of fees and out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary Intermediary, the UK Custodian, the UK Account Bank and their Related Parties, including the fees, charges and disbursements of outside counsel for each Agent, the UK Custodian, the UK Account Bank, the Securities Intermediary and the Collateral Administrator, and such other local counsel as required for the Agents, the Securities Intermediary Intermediary, the UK Custodian, the UK Account Bank and the Collateral Administrator, collectively, in connection with the preparation and administration of this Agreement, the Equity Pledge Account Control Agreement, the Asset Pledge Agreement Security Trust Deed, any other Non-USD Obligation Security Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary, the Collateral Administrator UK Custodian, the UK Account Bank and the Lenders, including the reasonable and documented fees, charges and disbursements of outside counsel for each Agent, the Collateral Administrator, the Securities Intermediary, the Collateral Administrator UK Custodian and the UK Account Bank and such other local counsel as required for all of them, in connection herewith, including the enforcement or protection of their rights in connection with this Agreement, the Account Control Agreement, the Security Trust Deed and any other Non-USD Obligation Security Document, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such FinancingsAdvances.

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Company shall pay (1) all fees and reasonable and documented out of out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related PartiesParties (but limited, including in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of one firm of outside counsel (and one local counsel in any applicable jurisdiction) for each Agent, the Securities Intermediary Administrative Agent and one additional firm of outside counsel (and one additional local counsel in any applicable jurisdiction)) for the Collateral Administrator, and such other local counsel as required for the AgentsAgent, the Securities Intermediary and the Collateral Administrator, collectively, in connection with the preparation and administration of this Agreement, the Equity Pledge Agreement, the Asset Pledge Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ); provided that the Company shall not be required to pay fees, charges or disbursements of outside counsel to the Administrative Agent incurred prior to the Effective Date in connection with the preparation of this Agreement in excess of $150,000. and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Securities Intermediary, the Collateral Administrator and the LendersLenders (but limited, including in the case of legal fees and expenses to the reasonable and documented fees, charges and disbursements of one firm of outside counsel (and one local counsel in any applicable jurisdiction) for each Agent, the Administrative Agent and the Lenders and one firm of outside counsel (and one local counsel in any applicable jurisdiction)) for the Securities Intermediary, the Collateral Agent and the Collateral Administrator and such other local counsel as required for all (including, in the case of themthe Securities Intermediary, expenses incurred by any sub-agent, sub-custodian or bailee of the Securities Intermediary permitted hereunder), in connection herewith, including with the enforcement or protection of their rights in connection with this Agreement, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such FinancingsAdvances.

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Company shall pay (1) all fees and reasonable and documented out of out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related Parties, including the reasonable and documented fees, charges and disbursements of outside counsel for each Agent, the Securities Intermediary Agent and the Collateral Administrator, and such other local counsel as required for the Agents, the Securities Intermediary Agents and the Collateral Administrator, collectively, in connection with the preparation and administration of this Agreement, the Equity Pledge Agreement, the Asset Pledge Account Control Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Securities Intermediary, the Collateral Administrator and the Lenders, including the fees, charges and disbursements of outside counsel for each Agent, the Securities IntermediaryCollateral Administrator, the Collateral Administrator Securities Intermediary and such other local counsel as required for all of themthem and, in the case of the Securities Intermediary, expenses incurred by any sub-agent, sub-custodian or bailee of the Securities Intermediary, in connection herewith, including the enforcement or protection of their rights in connection with this Agreement and the Account Control Agreement, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Financings.Advances. (b) The Company shall indemnify the Agents, the Collateral Administrator, the Securities Intermediary, the Lenders and their Related Parties (each such Person being called an "Indemnitee"), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of outside counsel for each Indemnitee and such other local counsel as required for any Indemnitees, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (1) the execution or delivery of this Agreement or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations (including, without limitation, any breach of any representation or warranty

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Company shall pay (1) all fees and reasonable and documented out of pocket outofpocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related Parties, including the reasonable and documented fees, charges and disbursements of outside counsel for each Agent, the Securities Intermediary Agent and the Collateral Administrator, and such other local counsel as required for the Agents, the Securities Intermediary Agents and the Collateral Administrator, collectively, in connection with the preparation and administration of this Agreement, the Equity Pledge Agreement, the Asset Pledge Account Control Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Securities Intermediary, the Collateral Administrator and the Lenders, including the fees, charges and disbursements of outside counsel for each Agent, the Securities IntermediaryCollateral Administrator, the Collateral Administrator Securities Intermediary and such other local counsel as required for all of themthem and, in the case of the Securities Intermediary, expenses incurred by any sub-agent, sub-custodian or bailee of the Securities Intermediary, in connection herewith, including the enforcement or protection of their rights in connection with this Agreement and the Account Control Agreement, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such FinancingsAdvances.

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Company shall pay (1) all fees and reasonable and documented out of pocket out‑of‑pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related Parties, including the reasonable and documented fees, charges and disbursements of outside counsel for each Agent, the Securities Intermediary Agent and the Collateral Administrator, and such other local counsel as required for the Agents, the Securities Intermediary Agents and the Collateral Administrator, collectively, in connection with the preparation and administration of this Agreement, the Equity Pledge Agreement, the Asset Pledge Account Control Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Securities Intermediary, the Collateral Administrator and the Lenders, including the fees, charges and disbursements of outside counsel for each Agent, the Securities IntermediaryCollateral Administrator, the Collateral Administrator Securities Intermediary and such other local counsel as required for all of themthem and, in the case of the Securities Intermediary, expenses incurred by any sub-agent, sub-custodian or bailee of the Securities Intermediary, in connection herewith, including the enforcement or protection of their rights in connection with this Agreement and the Account Control Agreement, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such FinancingsAdvances.

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Company shall pay (1) all fees and reasonable and documented out of out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related Parties, including the fees, charges and disbursements of outside counsel for each Agent, the Securities Intermediary and the Collateral Administrator, and such other local counsel as required for the Agents, the Securities Intermediary and the Collateral Administrator, collectively, in connection with the preparation and administration of this Agreement, the Equity Pledge Agreement, the Asset Pledge Agreement other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (including due diligence with respect to the transactions contemplated hereby) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Securities IntermediaryCollateral Administrator, the Collateral Administrator Securities Intermediary and the Lenders, including the fees, charges and disbursements of outside counsel for each Agent, the Securities Intermediary, the Collateral Administrator and the Securities Intermediary and such other local counsel as required for all of them, and, in the case of the Collateral Agent and the Securities Intermediary, expenses incurred by any sub-agent, sub-custodian or bailee of the Collateral Agent or the Securities Intermediary in connection herewith, including the enforcement or protection of their rights in connection with this AgreementAgreement and the other Loan Documents, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such FinancingsAdvances.

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Company shall pay (1) all fees and reasonable and documented out of out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related Parties, including the reasonable and documented fees, charges and disbursements of outside counsel for each Agent, the Securities Intermediary Agent and the Collateral Administrator, and such other local counsel as required for the Agents, the Securities Intermediary Agents and the Collateral Administrator, collectively, in connection with the preparation and administration of this Agreement, the Equity Pledge Agreement, the Asset Pledge Account Control Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Securities Intermediary, the Collateral Administrator and the Lenders, including the fees, charges and disbursements of outside counsel for each Agent, the Securities IntermediaryCollateral Administrator, the Collateral Administrator Securities Intermediary and such other local counsel as required for all of themthem and, in the case of the Securities Intermediary, expenses incurred by any sub-agent, sub-custodian or bailee of the Securities Intermediary, in connection herewith, including the enforcement or protection of their rights in connection with this Agreement and the Account Control Agreement, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such FinancingsAdvances.

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Company shall pay (1) all fees and reasonable and documented out of out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related Parties, including the fees, charges and disbursements of outside counsel for each Agent, the Securities Intermediary Collateral Administrator and the Collateral AdministratorSecurities Intermediary, and such other local counsel as required for the Agents, the Securities Intermediary Collateral Administrator and the Collateral AdministratorSecurities Intermediary, collectively, in connection with the preparation and administration of this Agreement, the Equity Pledge Agreement, the Asset Pledge Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Securities IntermediaryCollateral Administrator, the Collateral Administrator Securities Intermediary and the Lenders, including the fees, charges and disbursements of outside counsel for each Agent, the Securities IntermediaryCollateral Administrator, the Collateral Administrator Securities Intermediary and such other local counsel as required for all of them, in connection herewith, including the enforcement or protection of their rights in connection with this Agreement, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such FinancingsAdvances.

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Subject to the Priority of Payments, the Company shall pay (1) all fees and reasonable and documented out of pocket fees and out‑of‑pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary Intermediary, the UK Custodian, the UK Account Bank and their Related Parties, including the fees, charges and disbursements of outside counsel for each Agent, the UK Custodian, the UK Account Bank, the Securities Intermediary and the Collateral Administrator, and such other local counsel as required for the Agents, the Securities Intermediary Intermediary, the UK Custodian, the UK Account Bank and the Collateral Administrator, collectively, in connection with the preparation and administration of this Agreement, the Equity Pledge Account Control Agreement, the Asset Pledge Agreement Security Trust Deed, any other Non-USD Obligation Security Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary, the Collateral Administrator UK Custodian, the UK Account Bank and the Lenders, including the reasonable and documented fees, charges and disbursements of outside counsel for each Agent, the Collateral Administrator, the Securities Intermediary, the Collateral Administrator UK Custodian and the UK Account Bank and such other local counsel as required for all of them, in connection herewith, including the enforcement or protection of their rights in connection with this Agreement and, the Account Control Agreement, the Security Trust Deed and any other Non-USD Obligation Security Document, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such FinancingsAdvances.

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The a. Subject to the Priority of Payments, the Company shall pay (1) all fees and reasonable and documented out of fees and out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary Intermediary, the UK Custodian, the UK Account Bank and their Related Parties, including the fees, charges and disbursements of outside counsel for each Agent, the UK Custodian, the UK Account Bank, the Securities Intermediary and the Collateral Administrator, and such other local counsel as required for the Agents, the Securities Intermediary Intermediary, the UK Custodian, the UK Account Bank and the Collateral Administrator, collectively, in connection with the preparation and administration of this Agreement, the Equity Pledge Account Control Agreement, the Asset Pledge Agreement Security Trust Deed, any other Non-USD Obligation Security Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary, the Collateral Administrator UK Custodian, the UK Account Bank and the Lenders, including the reasonable and documented fees, charges and disbursements of outside counsel for each Agent, the Collateral Administrator, the Securities Intermediary, the Collateral Administrator UK Custodian and the UK Account Bank and such other local counsel as required for all of them, in connection herewith, including the enforcement or protection of their rights in connection with this Agreement, the Account Control Agreement, the Security Trust Deed and any other Non-USD Obligation Security Document, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such FinancingsAdvances.

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Company shall pay (1) all fees and reasonable and documented out of out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related PartiesParties (but limited, including in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of one firm of outside counsel (and one local counsel in any applicable jurisdiction) for each Agent, the Securities Intermediary Administrative Agent and one additional firm of outside counsel (and one additional local counsel in any applicable jurisdiction)) for the Collateral Administrator, and such other local counsel as required for the AgentsAgent, the Securities Intermediary and the Collateral Administrator, collectively, in connection with the preparation and administration of this Agreement, the Equity Pledge Agreement, the Asset Pledge Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ); provided that the Company shall not be required to pay fees, charges or disbursements of outside counsel to the Administrative Agent incurred prior to the Effective Date in connection with the preparation of this Agreement in excess of $150,000. and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Securities Intermediary, the Collateral Administrator and the LendersLenders (but limited, including in - 106 - the case of legal fees and expenses to the reasonable and documented fees, charges and disbursements of one firm of outside counsel (and one local counsel in any applicable jurisdiction) for each Agent, the Administrative Agent and the Lenders and one firm of outside counsel (and one local counsel in any applicable jurisdiction)) for the Securities Intermediary, the Collateral Agent and the Collateral Administrator and such other local counsel as required for all (including, in the case of themthe Securities Intermediary, expenses incurred by any sub-agent, sub-custodian or bailee of the Securities Intermediary permitted hereunder), in connection herewith, including with the enforcement or protection of their rights in connection with this Agreement, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such FinancingsAdvances.

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Company shall pay (1) all fees and reasonable and documented out of out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related Parties, including the reasonable and documented fees, charges and disbursements of outside counsel for each Agent, the Securities Intermediary Collateral Administrator and the Collateral AdministratorSecurities Intermediary, and such other local counsel as required for the Agents, the Securities Intermediary and . the Collateral AdministratorAdministrator and Securities Intermediary, collectively, in connection with the preparation and administration of this Agreement, the Equity Pledge Agreement, the Asset Pledge Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Securities IntermediaryCollateral Administrator, the Collateral Administrator Securities Intermediary and the Lenders, including the fees, charges and disbursements of outside counsel for each Agent, the Securities IntermediaryCollateral Administrator, the Collateral Administrator Securities Intermediary and such other local counsel as required for all of them, in connection herewith, including the enforcement or protection of their rights in connection with this Agreement, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such FinancingsAdvances.

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Company shall pay (1) all fees and reasonable and documented out of pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related PartiesParties (but limited, including in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of one firm of outside counsel counsel, respectively, for each Agent, the Securities Intermediary and the Collateral Administrator, and such other local counsel as required for the Agents, the Securities Intermediary and the Collateral Administrator, collectively), in connection with the preparation and administration of this Agreement, the Equity Pledge Agreement, the Asset Pledge Account Control Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ); provided that the Company shall not be required to pay any fees, charges and disbursements of outside counsel for the Administrative Agent incurred prior to the Effective Date in connection with the preparation of this Agreement in excess of $300,000; and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Securities IntermediaryCollateral Administrator, the Collateral Administrator Securities Intermediary and the LendersLenders (but limited, including in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of one firm of outside counsel counsel, respectively, for each Agent, the Securities IntermediaryLenders (taken as a whole), the Collateral Administrator Administrator, the Securities Intermediary and such other local counsel as required for all each of them), in connection herewith, including the enforcement or protection of their rights in connection with this Agreement and the Account Control Agreement, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such FinancingsAdvances.

Expenses; Indemnity; Damage Waiver; Right of Setoff. (a) The Subject to the Priority of Payments, the Company shall pay (1) all fees and reasonable and documented out of out-of-pocket expenses incurred by the Agents, the Collateral Administrator, the Securities Intermediary and their Related Parties, including the fees, charges and disbursements of outside counsel for each Agent, the Securities Intermediary Agent and the Collateral Administrator, and such other local counsel as required for the Agents, the Securities Intermediary Agents and the Collateral Administrator, collectively, in connection with the preparation and administration of this Agreement, the Equity Pledge Agreement, the Asset Pledge Account Control Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (2) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Securities IntermediaryCollateral Administrator, the Collateral Administrator Securities Intermediary and the Lenders, including the fees, charges and disbursements of outside counsel for each Agent, the Securities IntermediaryLenders, the Collateral Administrator and the Securities Intermediary and such other local counsel as required for all of them, in connection herewith, including the enforcement or protection of their rights in connection with this Agreement and the Account Control Agreement, including their rights under this Section, the Equity Pledge Agreement or the Asset Pledge Agreement or in connection with the Financings Advances provided by them hereunder, including all such reasonable and documented out-of of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such FinancingsAdvances.