Common use of Expenses and Indemnification Clause in Contracts

Expenses and Indemnification. The Borrowers shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]

Expenses and Indemnification. The Borrowers Borrower shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent corporation of the Lender. The Borrowers Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers The Borrower hereby authorize authorizes the Lender Bank to charge any account of such the Borrower with the Lender Bank for all sums due under this Sectionsection. The Borrowers Borrower also agree agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each each, an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender, Lender or any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note the Loan and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents Documents, any other instruments and documents delivered hereunderhereunder or thereunder, or under any other agreement between the Borrowers Borrower and the Lender; provided, however, that the Borrowers Borrower shall not have any obligations obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each such Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each such Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations of the Borrowers Borrower evidenced by this Note and secured by the collateral securing this Note. This indemnity is not intended to excuse the Lender from performing hereunder. The provisions of this Section section shall survive the closing of the Loan, the satisfaction and payment of this NoteNote and any cancellation of the Loan Documents. IF ANYThe Borrower shall also pay, FOLLOW THIS PAGE]and hold the Lender harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the Loan. The Lender hereby represents that it has not employed a broker or other finder in connection with the Loan. The Borrower represents and warrants that no brokerage commissions or finder’s fees are to be paid in connection with the Loan.

Expenses and Indemnification. The Borrowers shall pay all costs and By accepting the benefits of this Agreement, each of the Lenders severally agrees (i) to reimburse the Collateral Agent, on demand, in the amount of its pro rata share from time to time (based on the Applicable Percentage of such Lender), of any expenses referred to in this Agreement or in any Other Security Document securing Obligations owed to such Lender and/or any other expenses incurred by the Lender Collateral Agent in connection with the preparation enforcement and protection of this Note the rights of the Collateral Agent and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of Secured Parties which shall not have been paid or reimbursed by the Lender Company or any affiliate other Grantor or parent Guarantor or paid from the proceeds of the Lender. The Borrowers shall pay any Collateral as provided herein and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents (ii) to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, Collateral Agent and each of its Affiliates and its and their respective directors, officers, directors, employees, agents and attorneys and agents (each each, an “Indemnified Party”) ), on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, claimscosts, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Agent in connection with this Agreement or the Other Security Documents or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been reimbursed by the Company or any other Grantor or Guarantor or paid from the proceeds of Collateral as provided herein; provided, in each case, that no Secured Party shall be liable to any Indemnified Party for any portion of such expenses, liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence or wilful misconduct of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]Person.

Expenses and Indemnification. The Borrowers shall agree to: (a) pay all reasonable out-of-pocket costs and expenses incurred by of the Lender in connection with (i) the preparation negotiation, preparation, execution and delivery and administration of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, special counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of to the Lender, (ii) any parent corporation amendment, waiver or affiliated corporation of the Lender)consent relating hereto and thereto including, which may be imposed on, incurred by, or asserted againstbut not limited to, any Indemnified Party such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Note, (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulationsiii) the enforcement of this Note, including, without limitation, securitiesthe reasonable fees and disbursements of counsel for the Lender, environmental laws and commercial laws (iv) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and regulations(b) indemnify the Lender, under common law its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or in equityexpenses incurred by any of them as a result of, or based on contract or otherwise) in any manner relating to or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Lender is a party thereto) related to the entering into and/or performance of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and any Loans (including other extensions of credit) hereunder or the enforcement consummation of the Lender’s rights and remedies under any other transactions contemplated in this Note, including, without limitation, the Loan Documents reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other instruments and documents delivered hereunderproceeding (but excluding any such losses, liabilities, claims, damages or under any other agreement between expenses to the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused extent incurred by reason of gross negligence or resulting from the willful misconduct or gross negligence of such Indemnified Party. To on the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations part of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]person to be indemnified).

Expenses and Indemnification. The Borrowers Borrower shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers The Borrower hereby authorize authorizes the Lender to charge any account of such the Borrower with the Lender for all sums due under this Section. The Borrowers Borrower also agree agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers Borrower and the Lender; provided, however, that the Borrowers Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations of the Borrowers Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE].

Expenses and Indemnification. The Borrowers Borrower shall pay all costs reasonable and documented out-of-pocket expenses incurred by of the Lender Administrative Agent and the Joint Lead Arrangers in connection with the preparation syndication of this Note the Revolving Facility and the Loan Documentspreparation, execution, delivery, administration, amendment, waiver or modification and enforcement of the Revolving Facility Documentation (including the reasonable and documented fees and expenses of a single outside counsel identified herein and of a single firm of local counsel in each appropriate jurisdiction or otherwise retained with the Borrower’s consent). The Borrower will indemnify and hold harmless the Administrative Agent, the Joint Lead Arrangers and the Lenders and their respective affiliates, and the officers, directors, employees, agents, controlling persons, members and the successors of the foregoing (each, an “Indemnified Person”) from and against any and all losses, claims, damages and liabilities of any kind or nature (regardless of whether any such Indemnified Person is a party thereto and whether any such proceeding is brought by the Borrower or any other person) in connection with the transactions contemplated hereby or arising under the Revolving Facility Documentation and all reasonable and documented out-of-pocket fees and expenses incurred in connection with investigating or defending any of the foregoing, including, without limitation, reasonable attorneys’ and documented fees, disbursements and other charges of one firm of outside counsel for all Indemnified Persons, taken as a whole, and, if necessary, a single firm of local counsel in each appropriate jurisdiction for all Indemnified Persons, taken as a whole (unless representation of all such Indemnified Persons in such matter by a single counsel would be inappropriate due to the existence of an actual or reasonably perceived conflict of interest in which case each such affected Indemnified Person may, with your consent (not to be unreasonably withheld or delayed), retain its own counsel and you shall be required to reimburse such Indemnified Person(s) for the reasonable and documented out-of-pocket legal fees and time charges expenses of attorneys who may such additional counsel); provided that no Indemnified Person will be employees indemnified for any losses, claims, damages, liabilities or related expenses to the extent that they have resulted from (i) the bad faith, willful misconduct or gross negligence of the Lender such Indemnified Person, including any of such Indemnified Person’s affiliates or any affiliate of its or parent of the Lender. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilitiesagents, obligationscontrolling persons, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions members or the successors of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lenderforegoing, any parent corporation or affiliated corporation (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach (or, in the case of a proceeding brought by the Borrower, a breach) of the Lender), which may be imposed on, incurred by, or asserted against, any obligations of such Indemnified Party Person (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, such Indemnified Person’s affiliates or any actof its or their respective officers, event directors, employees, agents, controlling persons, members or transaction related or attendant thereto, the preparation, execution and delivery successors of this Note and the Loan Documents, the making or issuance and management any of the Loan, foregoing) or (iii) any proceeding not arising from any act or omission by the use Borrower or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents its affiliates that is brought by an Indemnified Person against any other instruments and documents delivered hereunder, Indemnified Person (other than disputes involving claims against the Joint Lead Arrangers or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth Administrative Agent in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]its capacity as such).

Expenses and Indemnification. The Borrowers shall pay all costs Issuers will indemnify the Administrative Agent, the Commitment Parties, the Note Purchasers, their respective affiliates, successors and expenses incurred by the Lender in connection with the preparation of this Note assigns and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys agents, advisors, controlling persons and agents members of each of the foregoing (each each, an “Indemnified PartyPerson”) and hold them harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses (in the case of legal counsel, limited to reasonable and distributions of any kind or nature (includingdocumented fees, without limitation, the disbursements and the reasonable fees other charges) and liabilities of counsel for each such Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or Person arising out of this Note or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Issuers or any of its affiliates) that relates to the Loan DocumentsSecond Lien DIP Facility or the transactions contemplated thereby; provided that no Indemnified Person will be indemnified for any cost, expense or any actliability to the extent determined in the final, event non-appealable judgment of a court of competent jurisdiction to have resulted from its or transaction its related or attendant theretoparties’ gross negligence, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence bad-faith. The Issuer shall reimburse the Administrative Agent for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation, documentation, syndication and administration of such Indemnified Party. To the extent that Second Lien DIP Facility, any amendments or waivers with respect thereto, any Event of Default in respect of the undertaking to indemnify set forth Second Lien DIP Facility and any exercise of remedies in respect thereof (including reasonable and documented out-of-pocket prepetition and post-petition fees, charges and disbursements of legal counsel, financial advisors and third-party appraisers and consultants advising the Administrative Agent incurred in connection with the Agent’s participation in the preceding sentence may be unenforceable because it violates Chapter 11 Cases, limited in the case of legal counsel to one primary counsel (and (i) appropriate local counsel in applicable foreign and local jurisdictions, but limited to one local counsel in each such jurisdiction, (ii) appropriate regulatory counsel and (iii) solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected indemnified persons similarly situated). The Issuer shall reimburse the reasonable and documented out-of-pocket expenses of (i) Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, (ii) Cousins, Xxxxxxx & Xxxxx LLP, (iii) Ernst & Young LLP, (iv) Leidos, Inc., (v) Centerview Partners LLC, and (vi) such other advisors retained by the Required Commitment Parties, including any law or public policyregulatory counsel, during these cases (collectively, the Borrowers shall satisfy such undertaking to “Commitment Party Professionals”) incurred in connection with the maximum extent permitted by applicable law. Any liabilitynegotiation, obligationdocumentation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, syndication and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations administration of the Borrowers evidenced by this Second Lien DIP Facility, any amendments or waivers with respect thereto, any Event of Default in respect of the Second Lien DIP Facility and any exercise of remedies in respect thereof (including reasonable and documented out-of-pocket prepetition and post-petition fees, charges and disbursements of Commitment Party Professionals incurred in connection with the Note and secured by Purchasers’ participation in the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]Chapter 11 Cases).

Expenses and Indemnification. (a) The Borrowers Company shall pay all costs reimburse the Agent and the Arranger for any costs, internal charges and out of pocket expenses (including attorneys' fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Company also agrees to reimburse the Agent, the Arranger and the Lenders for any costs, internal charges and out of pocket expenses (including attorneys' fees and time charges of attorneys for the Agent, the Arranger and the Lenders, which attorneys may be employees of the Agent, the Arranger or the Lenders) paid or incurred by the Agent, the Arranger or any Lender in connection with the preparation collection and enforcement of this Note and the Loan Documents. Expenses being reimbursed by the Company under this Section include, without limitation, the cost and expense of obtaining appraisals of real property or interest in real property, appraisal shall be in conformity with the applicable requirements of any law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, reasonable attorneys’ fees and time charges the provisions of attorneys who may be employees Title XI of the Lender Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, reformed or otherwise modified from time to time, and any affiliate or parent of the Lender. The Borrowers shall pay any rules promulgated to implement such provisions, and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses incurred in connection with the execution and delivery of this Note and Reports described in the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Sectionfollowing sentence. The Borrowers also agree Company acknowledges that from time to defend (with counsel satisfactory time Bank One may prepare and may distribute to the Lender), protect, indemnify and hold harmless Lenders (but shall have no obligation or duty to prepare or to distribute to the Lender, any parent corporation, affiliated corporation Lenders) certain audit reports (the "Reports") pertaining to the Company's assets for internal use by Bank One from information furnished to it by or subsidiary on behalf of the LenderCompany, and each after Bank One has exercised its rights of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating inspection pursuant to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]Agreement.

Expenses and Indemnification. The Borrowers shall pay Borrower agrees to pay, ---------------------------- or reimburse each of the Agent and the Arranger for paying, all reasonable costs and out-of-pocket expenses incurred or paid by each of the Lender Agent and the Arranger in connection with the preparation preparation, negotiation, execution, delivery and syndication of this Note Agreement and the Loan DocumentsNotes and the making of the Borrowings hereunder (including the reasonable fees, including, without limitation, reasonable attorneys’ fees and time charges and expenses of attorneys who may be employees in-house or outside counsel to the Agent and the Arranger). The Borrower agrees to pay, or reimburse the Agent and the Banks for paying, all reasonable fees, time charges and expenses of in-house counsel to the Agent and such outside counsel, if any, as shall have been retained by the Agent or the Required Banks on behalf of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay any and all stamp and other taxesBanks, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery amendment, modification, consent or waiver of any of the terms of this Agreement or any of the Notes. The Borrower agrees to pay, or reimburse the Agent and the Banks for paying, all reasonable costs, internal charges and out-of-pocket expenses (including the reasonable fees, time charges and expenses of in-house or outside counsel to the Agent or any Bank) paid or incurred by the Agent or any Bank in connection with the enforcement of this Agreement or any Note and the any collection, bankruptcy, insolvency and other instruments and documents to be delivered hereunder, and enforcement proceedings resulting therefrom. The Borrower hereby agrees to save indemnify the Lender harmless Agent, the Arranger and each Bank (and their respective directors, officers and employees) from and hold each of them harmless against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender)losses, protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses and distributions of any kind or nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the disbursements and Agent, the reasonable fees Arranger or any Bank is a party thereto) which any of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who them may be employees of the Lender, any parent corporation pay or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or incur arising out of or relating to this Note or any of the Loan Documents, or any act, event or transaction related or attendant theretoAgreement, the preparation, execution and delivery of this Note and the Loan DocumentsNotes, the making transactions contemplated hereby or issuance and management of the Loan, the use direct or intended use indirect application or proposed application of the proceeds of this Note and any Borrowing, except to the enforcement extent any of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting foregoing arises from the gross negligence or willful misconduct or gross negligence of such Indemnified Partythe Person seeking indemnification. To If and to the extent that the undertaking to indemnify set forth in the preceding sentence may be foregoing indemnification is unenforceable because it violates for any law or public policyreason, the Borrowers shall satisfy such undertaking Borrower agrees to make the maximum contribution to the maximum extent permitted by payment and satisfaction of each of such losses, liabilities, claims, damages or expenses which is permissible under applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the The obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of Borrower under this Section 9.04 shall survive the satisfaction and payment termination of this Note. IF ANY, FOLLOW THIS PAGE]Agreement.

Expenses and Indemnification. The Borrowers Borrower shall pay all costs and expenses reasonably incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent corporation of the Lender. The Borrowers Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses reasonably incurred in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers The Borrower hereby authorize authorizes the Lender Bank to charge any account of such the Borrower with the Lender Bank for all sums due under this Sectionsection. The Borrowers Borrower also agree agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each each, an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender, Lender or any parent corporation or affiliated corporation of the Lender, but excluding punitive damages or other exemplary damages, diminution in value, lost profits or lost opportunity costs), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note the Loan and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents Documents, any other instruments and documents delivered hereunderhereunder or thereunder, or under any other agreement between the Borrowers Borrower and the Lender; provided, however, that the Borrowers Borrower shall not have any obligations obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct misconduct, gross negligence, bad faith or gross negligence illegal acts of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each such Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each such Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations of the Borrowers Borrower evidenced by this Note and secured by the collateral securing this Note. This indemnity is not intended to excuse the Lender from performing hereunder. The provisions of this Section section shall survive the closing of the Loan, the satisfaction and payment of this NoteNote and any cancellation of the Loan Documents. IF ANYThe Borrower shall also pay, FOLLOW THIS PAGE]and hold the Lender harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the Loan. The Lender hereby represents that it has not employed a broker or other finder in connection with the Loan. The Borrower represents and warrants that no brokerage commissions or finder’s fees are to be paid in connection with the Loan.

Expenses and Indemnification. The Borrowers Borrower shall pay all reasonable costs and expenses incurred by the Lender in connection with the preparation of this Note Agreement and the other Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Lender Bank or any affiliate or parent of the LenderBank. The Borrowers Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, the Note and the other instruments and documents Loan Documents to be delivered hereunder, and agrees to save and hold the Lender Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such The Borrower with the Lender for all sums due under this Section. The Borrowers also agree agrees to defend (with counsel satisfactory to the LenderBank), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) Party from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the LenderIndemnified Party), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws Environmental Laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note Agreement or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note Agreement and the Loan Documents, including, but not limited to, the making or issuance and management of the LoanLoans, the use or intended use of the proceeds of this Note and the Loans, the enforcement of the LenderBank’s rights and remedies under this NoteAgreement, the Loan Documents Documents, the Note, any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers Borrower and the LenderBank; provided, however, that the Borrowers Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations Obligations of the Borrowers evidenced by this Note Borrower and be secured by the collateral securing this Noteany collateral. The provisions of this Section section shall survive the satisfaction and payment of the other Obligations and the termination of this Note. IF ANY, FOLLOW THIS PAGE]Agreement.

Expenses and Indemnification. The Borrowers shall By accepting the benefits of this Agreement, each of the Noteholders and the holders of Designated Pari Passu Obligations severally agrees (i) to pay all costs and reimburse the Collateral Agent, on demand, in the amount of its pro rata share from time to time (based on the principal amount of the Notes and Designated Pari Passu Obligations, of such Secured Party and the other applicable Secured Parties), of any fees and expenses referred to in the Intercreditor Agreement or any Noteholder Document securing Obligations owed to such Secured Parties and/or any other fees due to and expenses incurred by the Lender Collateral Agent in connection with the preparation performance of this Note its duties hereunder, the administration of any Security Documents and the Loan Documents, including, without limitation, reasonable attorneys’ fees enforcement and time charges of attorneys who may be employees protection of the Lender rights of the Collateral Agent and the Secured Parties which shall not have been paid or reimbursed by the Company or any affiliate other Grantor or parent paid from the proceeds of the Lender. The Borrowers shall pay any Collateral as provided herein and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents (ii) to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, Collateral Agent and each of its Affiliates and their respective directors, officers, directors, employees, agents and attorneys and agents (each each, an “"Indemnified Party”) "), on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, claimscosts, expenses or disbursements referred to in this Agreement and/or incurred by the Collateral Agent in connection with the execution, delivery, performance, preparation and administration of the Intercreditor Agreement or any Noteholder Documents or the enforcement and protection of the rights of the Secured Parties, to the extent the same shall not have been paid or reimbursed by the Company or any other Grantor or paid from the proceeds of Collateral as provided herein; provided, in each case, that no Secured Party shall be liable to any Indemnified Party for any portion of such expenses, liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the gross negligence or willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted Person as determined by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations a court of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]competent jurisdiction.

Expenses and Indemnification. The Borrowers shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE].

Expenses and Indemnification. The Borrowers shall pay all costs All reasonable and documented out-of-pocket expenses incurred of the Administrative Agent associated with the Term Loan Credit Facility and with the preparation, execution and delivery, administration, amendment, waiver or modification of the Facility Documentation are to be paid by the Lender Borrower on and after the Closing Date. In addition, all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Lenders in connection with the preparation enforcement of this Note the Term Loan Credit Facility or protection of rights thereunder are to be paid by the Borrower. The Loan Parties will indemnify the Administrative Agent, the Lenders, their respective affiliates, successors and assigns and the Loan Documentsofficers, includingdirectors, without limitationemployees, reasonable attorneys’ fees agents, advisors, controlling persons and time charges members of attorneys who may be employees each of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay any foregoing (each, an “Indemnified Party”) and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender hold them harmless from and against any all reasonable and all liabilities with respect to reasonably documented out-of-pocket costs, expenses (but, only so long as no default or resulting from any delay event of default has occurred and is continuing, limited, in paying or omission to pay such costs the case of legal fees and expenses. Each Borrowers hereby authorize , Annex A to Commitment Letter, dated January 25, 2016, among Xxxx Bank USA, KGH Intermediate HoldCo II, LLC and Xxxxx Frac, LP to the Lender reasonable and documented fees, disbursements and other charges of one counsel to charge the Administrative Agent and the Lenders, taken as a whole, and, if necessary, of one local counsel to the Administrative Agent and the Lenders taken as a whole in any account relevant jurisdiction, and, solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the Lenders, taken as a whole) and actual and direct losses (other than lost profits) of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree Indemnified Party arising out of or relating to defend (with counsel satisfactory any claim or any litigation, investigation or other proceeding that relates to the Lender)transactions contemplated by the Facility Documentation, protectincluding the financing contemplated hereby, indemnify except, in the case of any Indemnified Party, to the extent they arise from (i) the gross negligence, bad faith or willful misconduct of such indemnified person (or respective affiliates and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys advisors and agents agents), in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, (each an “Indemnified Party”ii) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees material breach of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Facility Documentation by such Indemnified Party (whether director respective affiliates and their respective officers, indirect or consequential directors, employees, advisors and whether based on agents), (iii) any federal, state or local laws or regulations, including, without limitation, securities, environmental laws disputes solely among Indemnified Parties and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or not arising out of this Note any act or omission of the Borrower or any of its affiliates or of the Administrative Agent acting in its capacity as such or in any similar capacity under the Term Loan DocumentsFacility, or (iv) entering into a settlement agreement related thereto without the written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed). No (i) Indemnified Person nor (ii) any actLoan Party nor any of its respective affiliates and subsidiaries or the respective directors, event officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or transaction related consequential damages (other than, in the case of preceding clause (ii) only, in respect of any such damages incurred or attendant theretopaid by an Indemnified Party to a third party) in connection with the Term Loan Credit Facility, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunderFacility Documentation, or under any other agreement between the Borrowers transactions contemplated hereby and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Partythereby. To the extent permitted by law (i) none of the Administrative Agent, any Lender or any of their respective affiliates (collectively, the “Lender Parties”) shall be subject to any equitable remedy or relief, including specific performance or injunction arising out of or relating to the Term Loan Facility, and (ii) in no event shall the Lenders Annex A to Commitment Letter, dated January 25, 2016, among Xxxx Bank USA, KGH Intermediate HoldCo II, LLC and Xxxxx Frac, LP Parties’ aggregate liability to you and all other Loan Parties (taken together) under the Term Loan Facility (or for failure to fund the Term Loan Facility) exceed actual direct damages incurred by you and the other Loan Parties of up to an amount equal $20,000,000. Voting: Amendments and waivers of the Facility Documentation will require the approval of Lenders holding more than 50% of the aggregate amount of the loans and commitments under the Term Loan Facility (the “Required Lenders”), except that (a) the undertaking consent of each affected Lender shall also be required with respect to indemnify set forth (i) increases in the preceding sentence may commitment of such Lender, (ii) reductions or forgiveness of principal, interest, fees, premium or reimbursement obligations payable to such Lender, (iii) extensions of the Maturity Date or of the date for payment to such Lender of any interest or fees or any reimbursement obligation, and (iv) changes that impose any additional restriction on such Lender’s ability to assign any of its rights or obligations, and (b) the consent of each Lender shall be unenforceable because it violates any law required with respect to (i) modification to voting requirements or public policypercentages, (ii) modification to certain provisions requiring the Borrowers shall satisfy such undertaking pro rata treatment of lenders, (iii) releases of all or substantially all of the value of the guarantees, or sales or releases of all or substantially all of the Collateral and (iv) modification to covenants or other consents that would permit the incurrence of additional pari passu first lien indebtedness not already permitted pursuant to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity terms of the Facility Documentation as in effect on the Closing Date; and (c) the consent of the Administrative Agent shall be paid required with respect to each Indemnified Party on demand, amendments and failing prompt payment, together with interest thereon at waivers affecting the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations rights or duties of the Borrowers evidenced by this Note and secured by the collateral securing this NoteAdministrative Agent. The provisions Facility Documentation shall permit, without the approval of Required Lenders or any Lender and subject to terms usual and customary for facilities and transactions of this Section type in accordance with the Documentation Principles, (A) extensions of maturity approved by affected Lenders and offered to all Lenders and (B) offers to purchase loans made to all Lenders. The Facility Documentation shall survive permit, with the satisfaction approval of the affected Lenders and payment without the consent of this Notethe Required Lenders, “re-pricing” amendments to reduce the interest rate of loans held by such Lenders. IF ANYAnnex A to Commitment Letter, FOLLOW THIS PAGE]dated January 25, 2016, among Xxxx Bank USA, KGH Intermediate HoldCo II, LLC and Xxxxx Frac, LP

Expenses and Indemnification. The Borrowers Borrower shall reimburse the Agent on demand for all reasonable costs, expenses and charges incurred by the Agent in connection with the preparation, review and execution of, and any amendment, supplement, waiver or modification to, this Agreement, the Revolving Credit Notes or any other Facility Documents, and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including without limitation, the reasonable fees and disbursements of Xxxxxxx Xxxxx, P.C., counsel to the Agent provided, that legal fees of the Agent's counsel with respect to the closing of the transactions contemplated by this Agreement, for the period on or prior to the Closing Date, shall be limited to $45,000, plus disbursements of such counsel up to a cap of $20,000). Without limiting the generality of the foregoing, the Borrower shall pay all recording fees and charges and recording taxes incurred by any of the Banks hereunder or in connection herewith. In addition, the Borrower shall reimburse each Bank for all of its reasonable costs and expenses incurred by from and after the Lender occurrence of an Event of Default in connection with the preparation perfection, protection, enforcement or preservation of any rights under this Note and Agreement, the Loan Revolving Credit Notes or the other Facility Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay Borrower agrees to indemnify each Bank and their respective directors, officers, employees, representatives and agents from, and hold each of them harmless against, any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, damages or expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees and expenses of counsel for each Indemnified Party such Person in connection with any investigative, administrative or judicial proceeding, whether or not such Person shall be designated a party thereto, which shall also include, without limitation, attorneys’ fees and time charges ) incurred by any of attorneys who may be employees them arising out of the Lender, or by reason of any parent corporation investigation or affiliated corporation of the Lender), which may be imposed on, incurred by, litigation or asserted against, other proceedings (including any Indemnified Party (whether direct, indirect threatened investigation or consequential and whether based on any federal, state litigation or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwiseother proceedings) in any manner relating to or arising out of this Note Agreement, any actual or any of proposed use by the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use Borrower of the proceeds of this Note and the enforcement Revolving Credit Loans, or to the failure of the Lender’s rights and remedies Borrower to perform or observe any of the terms, covenants or conditions on its part to be performed or observed under this Note, the Loan Documents any other instruments and documents delivered hereunder, Agreement or under any other agreement between of the Borrowers and the Lender; provided, however, that the Borrowers Facility Documents. The indemnity provided in this Section shall not have any obligations hereunder extend to any Indemnified Party with respect to matters caused such losses, liabilities, claims, damages or expenses incurred by or resulting from reason of the gross negligence, willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations bad faith of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]Person to be indemnified.

Expenses and Indemnification. The Borrowers Borrower shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent corporation of the Lender. The Borrowers Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers The Borrower hereby authorize authorizes the Lender to charge any account of such the Borrower with the Lender for all sums due under this Sectionsection. The Borrowers Borrower also agree agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each each, an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender, Lender or any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note the Loan and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents Documents, any other instruments and documents delivered hereunderhereunder or thereunder, or under any other agreement between the Borrowers Borrower and the Lender; provided, however, that the Borrowers Borrower shall not have any obligations obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each such Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each such Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations of the Borrowers Borrower evidenced by this Note and secured by the collateral securing this Note. This indemnity is not intended to excuse the Lender from performing hereunder. The provisions of this Section section shall survive the closing of the Loan, the satisfaction and payment of this NoteNote and any cancellation of the Loan Documents. IF ANY7 The Borrower shall also pay, FOLLOW THIS PAGE]and hold the Lender harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the Loan. The Lender hereby represents that it has not employed a broker or other finder in connection with the Loan. The Borrower represents and warrants that no brokerage commissions or finder’s fees are to be paid in connection with the Loan. 15.

Expenses and Indemnification. The Borrowers shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers Borrower hereby authorize authorizes the Lender to charge any account of such Borrower with the Lender for all sums due under this Section, other than the account which is governed by the DAISA. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, Lender and each of their respective its officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers Note and the Lenderother Loan Documents; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. However, while the HUD Financing is in effect, in no event shall the cost of such indemnification come from Project proceeds, nor shall it become a lien against the Project, the FHA Mortgagee’s Priority Collateral, or the AR Lender Priority Collateral. In no event shall any attorneys’ fees referred to in this or any other provision of this Note which are incurred in connection with any dispute relating to the HUD Financing be secured by the AR Lender Priority Collateral, and this sentence shall not be construed as permitting any attorneys’ fees which are incurred in connection with any dispute not relating to the HUD Financing to be secured by the AR Lender Priority Collateral so long as the HUD Financing is in effect. IF ANY, FOLLOW THIS PAGE]

Expenses and Indemnification. The Borrowers Borrower shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender' fees. The Borrowers Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers Borrower hereby authorize the authorizes Lender to charge any account of such the Borrower with the Lender for all sums due under this Sectionsection. The Borrowers Borrower also agree agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “"Indemnified Party”") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s 's rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers Borrower and the Lender; provided, however, that the Borrowers Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct misconduct, negligence, or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations of the Borrowers Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE].

Expenses and Indemnification. The Borrowers shall pay all costs (a) By executing this Agreement, the Obligors, jointly and severally, agree (i) to reimburse the Collateral Agent, promptly, for any reasonable expenses incurred by the Lender Collateral Agent, including reasonable counsel fees and disbursements and compensation of agents, arising out of, in any way connected with, or as a result of, the execution or delivery of this Agreement or any other Note Document or any agreement or instrument contemplated hereby or thereby or the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or in connection with the preparation enforcement or protection of this Note the rights of the Collateral Agent and the Loan Holders hereunder or under the other Note Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents (ii) to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the LenderCollateral Agent and its directors, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directorsemployees and agents, employeespromptly, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, and reasonable costs, expenses and distributions or disbursements of any kind or nature whatsoever (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), "Losses") which may be imposed on, incurred by, by or asserted against, against the Collateral Agent in its capacity as the Collateral Agent or any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) of them in any manner way relating to or arising out of this Agreement or any other Note Document or any action taken or omitted by them under this Agreement or any other Note Document; provided that the Obligors shall not be liable to the Collateral Agent for any portion of such Losses resulting from the gross negligence or willful misconduct of the Collateral Agent or any of its directors, officers, employees or agents as determined by a final non-appealable order of a court of competent jurisdiction. A statement by the Loan Documents, or any act, event or transaction related or attendant thereto, Collateral Agent that is submitted to the preparation, execution Administrative Obligor with respect to the amount of such expenses and delivery containing a basic description thereof and/or the amount of this Note and the Loan Documents, the making or issuance and management its indemnification obligation shall be prima facie evidence of the Loan, amount thereof owing to the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the LenderCollateral Agent; provided, however, that the Borrowers Administrative Obligor shall nonetheless have the right to dispute any such amount and, to the extent provided in this section 16.8 the reasonableness thereof. Except as otherwise expressly provided herein, the Collateral Agent shall be under no obligation to take any action to protect, preserve or enforce any rights or interests in the Collateral or to take any action in connection with the execution or enforcement of its duties hereunder, whether on its own motion, or on request of any other Person, which in the opinion of the Collateral Agent may involve loss, liability or expense to it, unless one or more of the Holders shall offer and furnish security or indemnity, reasonably satisfactory to the Collateral Agent in accordance herewith, against loss, liability and expense to the Collateral Agent. Notwithstanding anything to the contrary contained in this Agreement, or any Note Document, in the event that the Collateral Agent is entitled or required to commence an action to foreclose on such Note Document or other document, or otherwise exercise its remedies to acquire control or possession of any property constituting all or part of the Collateral, the Collateral Agent shall not have be required to commence any obligations hereunder to such action or exercise any Indemnified Party with respect to matters caused by such remedy if the Collateral Agent has determined in good faith that it may incur liability under any federal or resulting state environmental or hazardous waste law, rule or regulation as the result of the presence at, or release on or from, any property of any hazardous materials or waste, as defined under such federal or state laws, unless it has received security or indemnity from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth a Person, in the preceding sentence may be unenforceable because it violates any law or public policyan amount and in form, the Borrowers shall satisfy such undertaking all satisfactory to the maximum extent permitted by applicable law. Any Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE].

Expenses and Indemnification. The Borrowers shall pay By executing this Commitment Letter, you agree to reimburse each the Commitment Parties from time to time on demand for all costs reasonable out-of-pocket fees and expenses (including, but not limited to, (a) the reasonable fees, disbursements and other charges of Xxxxx & Xxx Xxxxx XXXX, as counsel to MLPFS and the Administrative Agent, and of special and local counsel to the Lenders retained by MLPFS or the Administrative Agent, and (b) reasonable and actual out-of-pocket due diligence expenses) incurred by the Lender in connection with the Senior Credit Facilities, the syndication thereof, the preparation of this Note the definitive documentation therefor and the Loan Documentsother transactions contemplated hereby. You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lenderpaid pursuant hereto. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also You agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary each of the LenderCommitment Parties, each Lender and each of their affiliates and their respective officers, directors, employees, attorneys agents, advisors and agents other representatives (each each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all liabilitiesclaims, obligationsdamages, losses, damages, penalties, actions, judgments, suits, claims, costs, liabilities and reasonable out-of-pocket expenses and distributions of any kind or nature (including, without limitation, the reasonable and actual fees, disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time other charges of attorneys who counsel) that may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, by or asserted against, or awarded against any Indemnified Party Party, in each case arising out of or in connection with or by reason of (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesin connection with any investigation, environmental laws litigation or proceeding or preparation of a defense in connection therewith) (a) any matters contemplated by this Commitment Letter or any related transaction or (b) the Senior Credit Facilities or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or material breach by such Indemnified Party of its obligations under this Commitment Letter. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and commercial laws and regulationswhether or not the transactions contemplated hereby are consummated. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, under common law in contract or in equity, or based on contract tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or material breach by such Indemnified Party of its obligations under this Commitment Letter. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual damages resulting from the gross negligence, willful misconduct or material breach by such Indemnified Party of its obligations under this Commitment Letter as determined by a final and nonappealable judgment of a court of competent jurisdiction. INTERFACE, INC. COMMITMENT LETTER This Commitment Letter, the fee letter among you and the Commitment Parties of even date herewith (the “Fee Letter”), and the contents hereof and thereof are confidential and, except for disclosure hereof or thereof (i) on a confidential basis to your accountants, attorneys and other professional advisors retained by you in connection with the Senior Credit Facilities, (ii) on a confidential basis to the Seller and its advisors (provided, that, fee percentages and amounts and economic terms of the market flex provisions in the Fee Letter are redacted to the reasonable satisfaction of the Lead Arranger or Administrative Agent, as applicable), (iii) of this Commitment Letter and the existence and contents hereof (but not the Fee Letter or the contents thereof, other than the aggregate fee amount contained in the Fee Letter as part of the Projections, pro forma information, or a generic disclosure of aggregate sources and uses related to fee amounts in connection with the Transactions to the extent such disclosure would be customary or required in offering and marketing materials for the Senior Credit Facilities (and only to the extent aggregated with all other fees and expenses in connection with the Transactions and not presented as an individual line item unless required by applicable law, rule or regulation)) in any manner relating to syndication or arising out of this Note or any of other marketing material in connection with the Loan DocumentsSenior Credit Facilities, or (iv) in any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and judicial proceeding in connection with the enforcement of the Lender’s your rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, hereunder or under the Fee Letter, may not be disclosed in whole or in part to any other agreement between the Borrowers and the Lenderperson or entity without our prior written consent; provided, however, it is understood and agreed that you may disclose (x) this Commitment Letter but not the Borrowers shall not have any obligations hereunder to any Indemnified Party Fee Letter after your acceptance of this Commitment Letter and the Fee Letter, in filings with respect to matters caused by the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges and (y) the aggregate amount of the fees or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth other payments in the preceding sentence Fee Letter (provided, that, the fee percentages and amounts (other than aggregate amounts) and economic terms of the market flex provisions in the Fee Letter are redacted to the reasonable satisfaction of the Lead Arranger or Administrative Agent, as applicable) may be unenforceable because it violates any law or disclosed in public policyfilings, the Borrowers shall satisfy such undertaking included in projections and pro forma information, in disclosure of aggregate sources and uses and similar generic disclosures. The Commitment Parties hereby notify you that pursuant to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations requirements of the Borrowers evidenced by this Note USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), each of them is required to obtain, verify and secured by record information that identifies you and each co-borrower and each guarantor under the collateral securing this NoteSenior Credit Facility, which information includes your and their name and address and other information that will allow the Commitment Parties to identify you and each such co-borrower and guarantor in accordance with the Act. The provisions As a condition to entering into the Proposed Amendment or the Backstop Facilities, each Borrower must provide all requested KYC/AML information (including, without limitation, Beneficial Ownership Certifications) satisfactory to Bank of this Section shall survive the satisfaction America, MLPFS and payment of this Note. IF ANY, FOLLOW THIS PAGE]each Lender.

Expenses and Indemnification. The Borrowers shall Borrower agrees to pay or reimburse the Lender for: (a) all reasonable out-of-pocket costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees and expenses of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of to the Lender, any parent corporation or affiliated corporation of the Lendernot to exceed $40,000), which may be imposed onin connection with (i) the negotiation, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note Agreement and the other Loan Documents and the making of the Term Loan hereunder and (ii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of the Lender (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 9.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents. The Borrower hereby agrees to indemnify the Lender and its directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the making Term Loan hereunder or issuance and management of any actual or proposed use by the Loan, the use Borrower or intended use its Subsidiary of the proceeds of this Note the Term Loan hereunder, including, without limitation, the reasonable fees and the enforcement disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the Lender’s rights and remedies under this Notegross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, the Loan Documents Borrower will indemnify the Lender from, and hold the Lender harmless against, any other instruments and documents delivered hereunderlosses, liabilities, claims, damages or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth expenses described in the preceding sentence may (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be unenforceable because it violates indemnified) arising under any law Environmental Law as a result of the past, present or public policy, future operations of the Borrowers shall satisfy such undertaking Borrower or its Subsidiary (or any predecessor in interest to the maximum extent permitted by applicable law. Any liabilityBorrower or its Subsidiary), obligationor the past, losspresent or future condition of any site or facility owned, damage, penalty, cost operated or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon leased at the Default Rate from the date incurred by each Indemnified Party until paid any time by the Borrowers, shall be added to the Borrower or its Subsidiary (or any such predecessor in interest). The obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of Borrower under this Section 9.03 shall survive the satisfaction repayment of the Term Loan and payment all amounts due under or in connection with any of this Note. IF ANY, FOLLOW THIS PAGE]the Loan Documents.

Expenses and Indemnification. The Borrowers Borrower shall (a) pay or reimburse the Facility Agent for all its reasonable and documented out of pocket costs and expenses incurred by the Lender in connection with the development, preparation of this Note and execution of, and any amendment, supplement or modification to, the Finance Documents and any other documents prepared in connection herewith or therewith, and the Loan Documentsconsummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable attorneys’ fees and disbursements of counsel to the Facility Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Drawdown Date (in the case of amounts to be paid on the Drawdown Date) and from time charges to time thereafter on a quarterly basis or such other periodic basis as the Facility Agent shall deem appropriate, (b) pay or reimburse each Lender and the Facility Agent for all its reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of attorneys who may be employees any rights under the Finance Documents and any such other documents, including the fees and disbursements of one counsel to the Lenders and the Facility Agent, (c) pay, indemnify, and hold each Lender or any affiliate or parent of and the Lender. The Borrowers shall pay Facility Agent harmless from, any and all stamp recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, UCC search feesif any, filing fees and other costs and expenses that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of this Note any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of the Finance Documents and any such other documents, and (d) pay, indemnify, and hold each Lender and the other instruments Facility Agent and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys affiliates, agents and agents controlling persons (each each, an “Indemnified PartyIndemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions or disbursements of any kind or nature (includingwhatsoever with respect to the execution, without limitationdelivery, enforcement, performance and administration of the disbursements Finance Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Facility or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any of MAPL and the other Guarantors or any of its Assets and the reasonable fees and expenses of legal counsel for each Indemnified in connection with claims, actions or proceedings by any Indemnitee against any Loan Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of under any Finance Document (all the Lender, any parent corporation or affiliated corporation of the Lenderforegoing in this clause (d), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant theretocollectively, the preparation“Indemnified Liabilities”), execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lender; provided, however, provided that the Borrowers Borrower shall not have any obligations no obligation hereunder to any Indemnified Party Indemnitee with respect to matters caused Indemnified Liabilities to the extent such Indemnified Liabilities are found by or resulting a final decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct or gross negligence of such Indemnified PartyIndemnitee. To All amounts due under this provision shall be payable not later than 10 days after written demand therefor. The agreements in this provision shall survive repayment of the extent that the undertaking to indemnify set forth Facility and all other amounts payable thereunder. Governing Law New York law (or appropriate local law in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking case of Security) and submission to New York courts. Each party to the maximum extent permitted Facility will waive any right to trial by applicable lawjury. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at Appendix A Set forth below is a summary of certain defined terms used in the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]Term Sheet.

Expenses and Indemnification. (a) The Borrowers shall agree to pay all costs and reasonable out-of-pocket expenses (x) of the Agent incurred by the Lender in connection with the preparation development, preparation, execution, delivery, enforcement, assignment, participation and administration of this Note Agreement, and the other Loan DocumentsDocuments and any and all amendments, supplements or waivers hereto or thereto and the Notes and the making and repayment of the Revolving Loans and the issuance of Letters of Credit and the payment of interest, including, without limitation, the reasonable attorneys’ fees and time charges expenses of attorneys who may be employees Cahill Gordon & Reindel, special counsel for the Lenders axx xxx Xxxxx and xx Xxxche Eschenlohr Peltzer Riesenkampff Fischotter, special Xxxxxn counsel fox xxx Xenders and the Agent in each case reasonably promptly upon being furnished an invoice and (y) of the each Lender or any affiliate or parent of the Lender. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses incurred in connection with the execution enforcement of any of the foregoing, including, without limitation, the reasonable fees and expenses of any counsel for any of the Lenders and the Agent. In addition, the Company agrees to pay, and to save the Agent and the Lenders harmless from all liability for, any stamp or other documentary taxes that may be payable in connection with the Company's or the German Borrower's execution, delivery or performance of this Note and Agreement, its borrowings hereunder, or its issuance of the Notes or of any other instruments and or documents provided for herein or delivered or to be delivered hereunder, and by either of them hereunder or any other Loan Document or in connection herewith or thereunder. All obligations provided for in this Section 11.3 shall survive any termination of this Agreement. The Company agrees to save indemnify, defend and hold the Lender Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature liability (including, without limitation, excise tax, interest, penalties and all reasonable attorneys' fees) to which the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note Agent or any of the Loan Documents, Lenders may become subject insofar as such excise tax or any act, event liability arises out of or transaction related is based upon a suit or attendant thereto, proceeding or governmental action brought or taken in connection with the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of Revolving Loans made to the Lender’s rights and remedies under this NoteBorrower, whether the Loan Documents any other instruments and documents delivered hereunder, Agent or under any other agreement between the Borrowers and the Lendersuch Lender is a party thereto or is otherwise required to respond thereto; provided, however, provided that the Borrowers Company shall not have any obligations be liable hereunder to any Indemnified Party with respect to matters caused claims directly arising out of (i) any settlement made without its consent, which consent will not unreasonably be withheld or delayed, (ii) any proceeding brought against the Agent or such Lender by a security holder of the Agent or resulting from such Lender based upon rights afforded such security holder solely in its capacity as such, and (iii) the gross negligence or willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]Agent or such Lender.

Expenses and Indemnification. The Borrowers Borrower shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent corporation of the Lender. The Borrowers Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers The Borrower hereby authorize authorizes the Lender Bank to charge any account of such the Borrower with the Lender Bank for all sums due under this Sectionsection. The Borrowers Borrower also agree agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys directors and agents (each each, an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender, Lender or any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note the Loan and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents Documents, any other instruments and documents delivered hereunderhereunder or thereunder, or under any other agreement between the Borrowers Borrower and the Lender; provided, however, that the Borrowers Borrower shall not have any obligations obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each such Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each such Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations of the Borrowers Borrower evidenced by this Note and secured by the collateral securing this Note. This indemnity is not intended to excuse the Lender from performing hereunder. The provisions of this Section section shall survive the closing of the Loan, the satisfaction and payment of this NoteNote and any cancellation of the Loan Documents. IF ANYThe Borrower shall also pay, FOLLOW THIS PAGE]and hold the Lender harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the Loan. The Lender hereby represents that it has not employed a broker or other finder in connection with the Loan. The Borrower represents and warrants that no brokerage commissions or finder’s fees are to be paid in connection with the Loan.

Expenses and Indemnification. The Borrowers shall pay By executing this Commitment Letter, you agree to reimburse each of the Commitment Parties from time to time on written demand accompanied by reasonable supporting detail for all costs reasonable out-of-pocket fees and expenses (including, but not limited to, (a) the reasonable fees, disbursements and other charges of McGuireWoods LLP, as counsel to BofA Securities and the Administrative Agent, of Xxxxx & Xxx Xxxxx, PLLC, as counsel to PNC and PNC Capital Markets, and of special and local counsel to the Lenders retained by BofA Securities or the Administrative Agent, and (b) due diligence expenses) incurred by the Lender in connection with the Amended Credit Facilities, the syndication thereof, the preparation of this Note the definitive documentation therefor and the Loan Documentsother transactions contemplated hereby. You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lenderpaid pursuant hereto. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also You agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary each of the LenderCommitment Parties, each Lender and each of their affiliates and their respective partners, officers, directors, employees, attorneys agents, trustees, administrators, managers, advisors and agents other representatives (each each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all liabilitiesclaims, obligationsdamages, losses, damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses and distributions of any kind or nature (including, without limitation, the reasonable fees, disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time other charges of attorneys who counsel) that may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, by or asserted against, or awarded against any Indemnified Party Party, in each case arising out of or in connection with or by reason of (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesin connection with any investigation, environmental laws litigation or proceeding or preparation of a defense in connection therewith) (a) any matters contemplated by this Commitment Letter or any related transaction or (b) the Amended Credit Facilities or any other similar or replacement financings in which the Commitment Parties or any of their Affiliates are involved or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or breach in bad faith by such Indemnified Party of its obligations under this Commitment Letter. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equity-holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and commercial laws and regulationswhether or not the transactions contemplated hereby are consummated. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, under common law in contract or in equity, or based on contract tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or breach in bad faith by such Indemnified Party of its obligations under this Commitment Letter. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising 122724333_8 from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnified Party as determined by a final and non-appealable judgment of a court of competent jurisdiction. Notwithstanding the foregoing, each Indemnified Party shall be obligated to refund and return any and all amounts paid by you under this paragraph to such Indemnified Party for any such losses, claims, damages, liabilities and expenses to the extent it has been determined by a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof. This Commitment Letter, the fee letter among you and the Commitment Parties of even date herewith (the “Fee Letter”), and the contents hereof and thereof are confidential and, except for disclosure hereof or thereof (i) on a confidential basis to your accountants, attorneys and other professional advisors retained by you in connection with the Amended Credit Facilities, (ii) on a confidential basis to the Sellers and their advisors (provided that fee percentages and amounts and economic terms of the market flex provisions in the Fee Letter are redacted to the reasonable satisfaction of BofA Securities and/or the Administrative Agent, as applicable), (iii) of this Commitment Letter and the existence and contents hereof (but not the Fee Letter or the contents thereof, other than the aggregate fee amount contained in the Fee Letter as part of the Projections, pro forma information, or a generic disclosure of aggregate sources and uses related to fee amounts in connection with the Transaction to the extent such disclosure would be customary or required in offering and marketing materials for the Amended Credit Facilities (and only to the extent aggregated with all other fees and expenses in connection with the Transaction and not presented as an individual line item unless required by applicable law, rule or regulation)) in any manner relating to syndication or arising out of this Note or any of other marketing material in connection with the Loan DocumentsAmended Credit Facilities, or (iv) in any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and judicial proceeding in connection with the enforcement of the Lender’s your rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, hereunder or under the Fee Letter, may not be disclosed by you in whole or in part to any other agreement between the Borrowers and the Lenderperson or entity without our prior written consent; provided, however, it is understood and agreed that you may disclose (x) this Commitment Letter but not the Borrowers shall not have any obligations hereunder to any Indemnified Party Fee Letter after your acceptance of this Commitment Letter and the Fee Letter, in filings with respect to matters caused by the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges and (y) the aggregate amount of the fees or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth other payments in the preceding sentence Fee Letter (provided, that, the fee percentages and amounts (other than aggregate amounts) and economic terms of the market flex provisions in the Fee Letter are redacted to the reasonable satisfaction of BofA Securities and/or Administrative Agent, as applicable) may be unenforceable because it violates any disclosed in public filings, included in projections and pro forma information, in disclosure of aggregate sources and uses and similar generic disclosures. The Commitment Parties hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law or public policyOctober 26, 2001) (the “Act”), each of them is required to obtain, verify and record information that identifies you and each guarantor under the Amended Credit Facility, which information includes your and their name and address and other information that will allow the Commitment Parties to identify you and each such guarantor in accordance with the Act. As a condition to entering into the Proposed Amendment, the Borrowers shall satisfy such undertaking Company must provide all requested KYC/AML information (including, without limitation, Beneficial Ownership Certifications) satisfactory to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to Commitment Parties and each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]Lender.

Expenses and Indemnification. The Borrowers Borrower shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ ' fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ ' fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s 's rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers Borrower and the Lender; provided, however, that the Borrowers Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations of the Borrowers Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE].

Expenses and Indemnification. The Borrowers Borrower shall pay all reasonable costs and expenses actually incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree agrees to defend (with counsel reasonably satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers Borrower and the Lender; provided, however, that the Borrowers Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations of the Borrowers Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE].

Expenses and Indemnification. The Borrowers shall pay By executing this Commitment Letter, you agree to reimburse each the Commitment Parties from time to time on demand for all costs reasonable out-of-pocket fees and expenses (including, but not limited to, (a) the reasonable fees, disbursements and other charges of Xxxxx & Xxx Xxxxx XXXX, as counsel to MLPFS and the Administrative Agent, and of special and local counsel to the Lenders retained by MLPFS or the Administrative Agent, and (b) reasonable and actual out-of-pocket due diligence expenses) incurred by the Lender in connection with the Senior Credit Facilities, the syndication thereof, the preparation of this Note the definitive documentation therefor and the Loan Documentsother transactions contemplated hereby. You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lenderpaid pursuant hereto. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also You agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary each of the LenderCommitment Parties, each Lender and each of their affiliates and their respective officers, directors, employees, attorneys agents, advisors and agents other representatives (each each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all liabilitiesclaims, obligationsdamages, losses, damages, penalties, actions, judgments, suits, claims, costs, liabilities and reasonable out-of-pocket expenses and distributions of any kind or nature (including, without limitation, the reasonable and actual fees, disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time other charges of attorneys who counsel) that may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, by or asserted against, or awarded against any Indemnified Party Party, in each case arising out of or in connection with or by reason of (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesin connection with any investigation, environmental laws litigation or proceeding or preparation of a defense in connection therewith) (a) any matters contemplated by this Commitment Letter or any related transaction or (b) the Senior Credit Facilities or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or material breach by such Indemnified Party of its obligations under this Commitment Letter. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and commercial laws and regulationswhether or not the transactions contemplated hereby are consummated. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, under common law in contract or in equity, or based on contract tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or material breach by such Indemnified Party of its obligations under this Commitment Letter. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual damages resulting from the gross negligence, willful misconduct or material breach by such Indemnified Party of its obligations under this Commitment Letter as determined by a final and nonappealable judgment of a court of competent jurisdiction. This Commitment Letter, the fee letter among you and the Commitment Parties of even date herewith (the “Fee Letter”), and the contents hereof and thereof are confidential and, except for disclosure hereof or thereof (i) on a confidential basis to your accountants, attorneys and other professional advisors retained by you in connection with the Senior Credit Facilities, (ii) on a confidential basis to the Seller and its advisors (provided, that, fee percentages and amounts and economic terms of the market flex provisions in the Fee Letter are redacted to the reasonable satisfaction of MLPFS or Administrative Agent, as applicable), (iii) of this Commitment Letter and the existence and contents hereof (but not the Fee Letter or the contents thereof, other than the aggregate fee amount contained in the Fee Letter as part of the Projections, pro forma information, or a generic disclosure of aggregate sources and uses related to fee amounts in connection with the Transactions to the extent such disclosure would be customary or required in offering and marketing materials for the Senior Credit Facilities (and only to the extent aggregated with all other fees and expenses in connection with the Transactions and not presented as an individual line item unless required by applicable law, rule or regulation)) in any manner relating to syndication or arising out of this Note or any of other marketing material in connection with the Loan DocumentsSenior Credit Facilities, or (iv) in any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and judicial proceeding in connection with the enforcement of the Lender’s your rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, hereunder or under the Fee Letter, may not be disclosed in whole or in part to any other agreement between the Borrowers and the Lenderperson or entity without our prior written consent; provided, however, it is understood and agreed that you may disclose (x) this Commitment Letter but not the Borrowers shall not have any obligations hereunder to any Indemnified Party Fee Letter after your acceptance of this Commitment Letter and the Fee Letter, in filings with respect to matters caused by the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges and (y) the aggregate amount of the fees or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth other payments in the preceding sentence Fee Letter (provided, that, the fee percentages and amounts (other than aggregate amounts) and economic terms of the market flex provisions in the Fee Letter are redacted to the reasonable satisfaction of MLPFS or Administrative Agent, as applicable) may be unenforceable because it violates any law or disclosed in public policyfilings, the Borrowers shall satisfy such undertaking included in projections and pro forma information, in disclosure of aggregate sources and uses and similar generic disclosures. The Commitment Parties hereby notify you that pursuant to the maximum extent permitted by applicable lawrequirements of the USA PATRIOT Act, Title III of Pub. Any liabilityL. 107-56 (signed into law October 26, obligation2001) (the “Act”), losseach of them is required to obtain, damageverify and record information that identifies you and each co-borrower and each guarantor under the Senior Credit Facility, penaltywhich information includes your and their name and address and other information that will allow the Commitment Parties to identify you and each such co-borrower and guarantor in accordance with the Act. As a condition to entering into the Proposed Amendment or the Backstop Facilities, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demandBorrower must provide all requested KYC/AML information (including, and failing prompt paymentwithout limitation, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added Beneficial Ownership Certifications) satisfactory to the obligations of the Borrowers evidenced by this Note Commitment Parties and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]each Lender.

Expenses and Indemnification. The Borrowers Borrower shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent corporation of the Lender. The Borrowers Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers The Borrower hereby authorize the authorizes Lender to charge any account of such the Borrower with the Lender for all sums due under this Sectionsection. The Borrowers Borrower also agree agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each each, an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender, Lender or any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note the Loan and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents Documents, any other instruments and documents delivered hereunderhereunder or thereunder, or under any other agreement between the Borrowers Borrower and the Lender; provided, however, that the Borrowers Borrower shall not have any obligations obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each such Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each such Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations of the Borrowers Borrower evidenced by this Note and secured by the collateral securing this Note. This indemnity is not intended to excuse the Lender from performing hereunder. The provisions of this Section section shall survive the closing of the Loan, the satisfaction and payment of this NoteNote and any cancellation of the Loan Documents. IF ANYThe Borrower shall also pay, FOLLOW THIS PAGE]and hold the Lender harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the Loan. The Lender hereby represents that it has not employed a broker or other finder in connection with the Loan. The Borrower represents and warrants that no brokerage commissions or finder’s fees are to be paid in connection with the Loan.

Expenses and Indemnification. The Borrowers shall pay all costs and (a) By countersigning this Agreement, the Company agrees (i) to reimburse the Collateral Agent, promptly, for any reasonable expenses incurred by the Lender Collateral Agent, including reasonable counsel fees and disbursements and compensation of agents, arising out of, in any way connected with, or as a result of, the execution or delivery of this Agreement or any Security Document or any agreement or instrument contemplated hereby or thereby or the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or in connection with the preparation enforcement or protection of this Note the rights of the Collateral Agent and the Loan Secured Parties hereunder or under the Security Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents (ii) to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the LenderCollateral Agent and its directors, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directorsemployees and agents, employeespromptly, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, and reasonable costs, expenses and distributions or disbursements of any kind or nature whatsoever (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), "LOSSES") which may be imposed on, incurred by, by or asserted against, against the Collateral Agent Bank in its capacity as the Collateral Agent or any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) of them in any manner way relating to or arising out of this Note Agreement or any Security Document or any action taken or omitted by them under this Agreement or any Security Document; provided that the Company shall not be liable to the Collateral Agent for any portion of such Losses resulting from the gross negligence or willful misconduct of the Collateral Agent or any of its directors, officers, employees or agents as determined by a final non-appealable order of a court of competent jurisdiction. A statement by the Loan Documents, or any act, event or transaction related or attendant thereto, Collateral Agent that is submitted to the preparation, execution Company with respect to the amount of such expenses and delivery containing a basic description thereof and/or the amount of this Note and the Loan Documents, the making or issuance and management its indemnification obligation shall be prima facie evidence of the Loanamount thereof owing to the Collateral Agent or the Collateral Agent Bank, as the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lendercase may be; provided, however, that the Borrowers Company shall nonetheless have the right to dispute any such amount and, to the extent provided in this Section 5.5, the reasonableness thereof. Except as otherwise expressly provided herein, the Collateral Agent shall be under no obligation to take any action to protect, preserve or enforce any rights or interests in the Collateral or to take any action in connection with the execution or enforcement of its duties hereunder, whether on its own motion or on request of any other Person, which in the opinion of the Collateral Agent may involve loss, liability or expense to it, unless one or more of the Secured Parties shall offer and furnish security or indemnity, reasonably satisfactory to the Collateral Agent in accordance herewith, against loss, liability and expense to the Collateral Agent. Notwithstanding anything to the contrary contained in this Agreement, or any Security Document or any other documents noted in Section 10 of this Agreement, in the event that the Collateral Agent is entitled or required to commence an action to foreclose on such Security Document or other document, or otherwise exercise its remedies to acquire control or possession of any property constituting all or part of the Collateral, the Collateral Agent shall not have be required to commence any obligations hereunder to such action or exercise any Indemnified Party with respect to matters caused by such remedy if the Collateral Agent has determined in good faith that it may incur liability under any federal or resulting state environmental or hazardous waste law, rule or regulation as the result of the presence at, or release on or from, any property of any hazardous materials or waste, as defined under such federal or state laws, unless it has received security or indemnity from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth a Person, in the preceding sentence may be unenforceable because it violates any law or public policyan amount and in form, the Borrowers shall satisfy such undertaking all satisfactory to the maximum extent permitted by applicable law. Any Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE].

Expenses and Indemnification. The Borrowers Borrower shall pay (a) all costs reasonable and documented out-of-pocket expenses (and with respect to legal expenses, limited to reasonable fees, disbursements and other charges of one primary outside counsel, and if necessary, of a single firm of local outside counsel in each material jurisdiction for all persons, taken as whole (unless there is an actual or perceived conflict of interest in which case all such similarly situated persons, taken as a whole, may retain an outside counsel upon written notice to the Borrower and RBL Agent), in each case, to the RBL Agent) of the RBL Agent and the RBL Lead Arranger incurred by on or after the Lender Closing Date within ten (10) days after written demand thereof associated with the syndication of the RBL Facility and the preparation, execution, delivery and administration of the RBL Credit Documentation and any amendment or waiver with respect thereto and (b) all reasonable out-of-pocket expenses of the RBL Agent and the RBL Lenders within ten (10) days after written demand thereof in connection with the preparation enforcement of this Note the RBL Credit Documentation. The RBL Agent, the RBL Lead Arranger and the Loan Documents, including, without limitation, reasonable attorneys’ fees RBL Lenders (and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay any their affiliates and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys agents, advisors and agents other representatives) (each each, an “Indemnified Partyindemnified person”) from will be indemnified for and against held harmless against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costsdamages and liabilities (it being understood that any such losses, claims, damages or liabilities that consist of legal fees and/or expenses shall be limited to the actual reasonable and distributions of any kind or nature (includingdocumented out-of-pocket fees, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time other charges of attorneys who may be employees one counsel to all indemnified persons taken as a whole and, solely in the case of a conflict of interest, one additional counsel to all affected indemnified persons taken as a whole, and, if reasonably necessary, one local counsel in any relevant material jurisdiction to all indemnified persons, taken as a whole and, solely in the case of an actual or reasonably perceived conflict of interest, one additional local counsel to all affected indemnified persons, taken as a whole, in each case incurred in connection with investigating or defending any claim, litigation or proceeding relating to the RBL Facility or the use or the proposed use thereof) incurred in respect of the LenderRBL Facility or the use or the proposed use of proceeds thereof, any parent corporation except to the extent they arise from the gross negligence or affiliated corporation willful misconduct of the Lender), which may be imposed on, incurred RBL Credit Documentation by, such indemnified person, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction or asserted against, any Indemnified Party dispute solely among the indemnified persons (whether direct, indirect other than any claims against an indemnified person in its capacity as the RBL Agent or consequential RBL Lead Arranger) and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or not arising out of this Note any act or omission of the Borrower, or any of its subsidiaries. None of the Loan Documentsindemnified persons, the Borrower, any subsidiary of the Borrower or any actaffiliates or directors, event officers, employees, agents, advisors or transaction related or attendant thereto, the preparation, execution and delivery other representatives of this Note and the Loan Documents, the making or issuance and management any of the Loanforegoing shall be liable for any special, indirect, consequential or punitive damages in connection with the RBL Facility (including the use or intended use of the proceeds of this Note the RBL Facility); provided that the foregoing shall not limit the indemnification obligations in the immediately preceding sentence to the extent including in any third party claim in connection with which such indemnified person is entitled to indemnification hereunder. Notwithstanding the foregoing, each indemnified person shall be obligated to refund and return any and all amounts paid by the Borrower to such indemnified person for fees, expenses or damages to the extent such indemnified person is not entitled to payment of such amounts in accordance with the terms hereof. Governing Law and Forum: New York. Counsel to the RBL Agent and the enforcement RBL Lead Arranger: Sidley Austin LLP. Term Sheet - RBL Facility EXHIBIT C First Lien Last Out Term Loan Facility Summary of Terms and Conditions Set forth below is a summary of the Lender’s rights principal terms and remedies under conditions for the FLLO Term Loan Facility. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Commitment Letter to which this Note, Exhibit C is attached or on Exhibits B or D (including the Loan Documents any other instruments Annexes hereto and documents delivered hereunder, or under any other agreement between the Borrowers and the Lenderthereto) attached thereto; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates event any law or public policysuch capitalized term is subject to multiple and differing definitions, the Borrowers appropriate meaning shall satisfy such undertaking be determined by reference to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]context in which it is used.

Expenses and Indemnification. The Borrowers shall pay Magellan agrees to reimburse Aetna, on demand, for all costs reasonable fees and expenses of Aetna’s counsel incurred by the Lender on and after December 1, 2002 in connection with the preparation of this Note negotiation, administration and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees implementation of the Lender or any affiliate or parent of Original Agreement, this Agreement, the Lender. The Borrowers shall pay any Chapter 11 Case and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses of Aetna’s rights against Magellan in connection with each of the execution foregoing (the “General Expense Reimbursement”), provided, however, that the General Expense Reimbursement shall not exceed $600,000, and delivery provided further that if (x) none of the Termination Events in Section XX hereof occur and (y) no party objects to the assumption of this Note Agreement in the Chapter 11 Case or to Aetna’s treatment under the Plan of Reorganization, then the General Expense Reimbursement shall not exceed $400,000. In addition and supplemental to the other instruments General Expense Reimbursement, Magellan and documents each of its affiliates agree to reimburse Aetna, on demand, for all reasonable fees and expenses of Aetna’s counsel incurred on and after March 10, 2003 in connection with any claims, counterclaims, causes of action, or actions commenced or overtly threatened to be delivered hereundercommenced, orally or in writing, against Aetna in connection with any of the Original Agreement, this Agreement, the Chapter 11 Case or Aetna’s rights against Magellan (the “Litigation Expense Reimbursement”), provided that the Litigation Expense Reimbursement shall be limited to 100% of the first $200,000 of such fees and expenses actually incurred by Aetna and 50% of all fees and expenses above $200,000 incurred by Aetna, and agrees to save the Lender harmless from provided further that if a court of competent jurisdiction, by final and against any and all liabilities with respect to nonappealable order, finds that Aetna committed gross negligence or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender willful misconduct, then Aetna shall promptly reimburse Magellan for all sums due previously advanced under this Sectionthe Litigation Expense Reimbursement and Aetna shall have no further rights to any Litigation Expense Reimbursement. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, Magellan and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) its affiliates agree to indemnify Aetna from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges expenses of attorneys who may be employees counsel) or disbursements of the Lender, any parent corporation kind or affiliated corporation of the Lender), which nature whatsoever that may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) against Aetna in any manner way relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant theretoAmendment, the preparation, execution and delivery of this Note and the Loan Documents, the making Agreement or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the LenderMagellan’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the LenderChapter 11 Case; provided, however, that the Borrowers neither Magellan nor any of its affiliates shall not have be liable for any obligations hereunder to any Indemnified Party with respect to matters caused by of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Aetna’s gross negligence or willful misconduct or gross negligence as found in a final, non-appealable judgment by a court of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]competent jurisdiction.

Expenses and Indemnification. The Borrowers shall Each Guarantor unconditionally agrees to pay all reasonable costs and expenses (including reasonable attorney’s fees of a special counsel for the Noteholders and a special counsel for the Collateral Agent, and, if requested by the Required Holders or the Collateral Agent with respect to any relevant jurisdiction, local or other counsel consisting, for each such jurisdiction, of a single firm approved by the Required Holders or the Collateral Agent, as the case may be, for such jurisdiction) incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender Collateral Agent or any affiliate or parent of the Lender. The Borrowers Noteholder in enforcing this Guaranty against any Guarantor, and each Guarantor shall pay and indemnify the Collateral Agent and each Noteholder for, and hold it harmless from and against, any and all stamp and other taxesobligations, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, reasonable costs, expenses (including disbursements and reasonable legal fees of counsel to the Collateral Agent or the Noteholders), penalties, actions, judgments, suits, actions, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, or incurred by the Collateral Agent or any Indemnified Party Noteholder (whether directi) relating to the preparation, indirect or consequential and whether based on any federalnegotiation, state or local laws or regulationsexecution, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equityadministration, or based on contract enforcement of or otherwisecollection under this Guaranty or any document, instrument, or agreement relating to any of the Obligations, including in any bankruptcy, insolvency, or similar proceeding in any jurisdiction, (ii) relating to any amendment, modification, waiver, or consent hereunder or relating to any telecopy or telephonic or electronic transmission purporting to be by any Guarantor or the Company; (iii) in any manner way relating to or arising out of this Note Guaranty, or any document, instrument, or agreement relating to any of the Loan DocumentsGuaranteed Obligations, or any actaction taken or omitted to be taken by the Collateral Agent or any Noteholder hereunder, event and including those arising directly or transaction related indirectly from the violation or attendant theretoasserted violation by any Guarantor or the Company or the Collateral Agent or any Noteholder of any law, rule, regulation, judgment, order, or the preparationlike of any Official Body (including those relating to environmental protection, execution health, labor, importing, exporting, or safety) and delivery regardless of this Note and the Loan Documents, the making whether asserted by any Official Body or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]Person.

Expenses and Indemnification. The Borrowers All documented (in summary form) fees, expenses, and costs (including but not limited to due diligence) of the Pre-Petition Agent, the Post-Petition Agent, the Post-Petition Lenders, and the Pre-Petition Lenders (including without limitation the documented fees, disbursements and other charges of counsel, financial advisors, engineers and environmental consultants) in the making, administration, collection, enforcement, or pursuing remedies related to the Pre-Petition Secured Indebtedness or DIP Facility shall pay all costs and expenses incurred be paid by the Lender in connection with Debtors upon demand (subject to the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the LenderFinancing Orders). The Borrowers shall pay any Debtors will indemnify the Post-Petition Agent, the Post-Petition Lenders and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys affiliates, agents, attorneys, financial advisors, and agents controlling persons (each each, an “Indemnified PartyPerson”) and hold them harmless from and against all documented costs, expenses (including fees, disbursements and other charges of counsel) and liabilities of any and all liabilitiessuch indemnified person arising out of or relating to any claim arising out of or relating to any claim or litigation or other proceedings (regardless of whether any such indemnified person is a party thereto), obligationsthat relate to the transactions contemplated hereby or any transaction connected therewith; provided that no Indemnified Person will be indemnified for any losses, lossesclaims, damages, penaltiesliabilities or related expenses to the extent that they have resulted from (i) the bad faith, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To Person, including any of such Indemnified Person’s affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the extent that successors of any of the undertaking to indemnify set forth foregoing, (as determined by a court of competent jurisdiction in the preceding sentence may be unenforceable because it violates any law or public policya final and non-appealable decision), the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to (ii) a material breach of the obligations of such Indemnified Person (or any of such Indemnified Person’s affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or the Borrowers evidenced by this Note and secured successors of any of the foregoing) or (iii) any proceeding not arising from any act or omission by the collateral securing this Note. The provisions of this Section shall survive Borrower or its affiliates that is brought by an Indemnified Person against any other Indemnified Person (other than disputes involving claims against the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]Joint Lead Arrangers or the Post-Petition Agent in its capacity as such).

Expenses and Indemnification. The Borrowers If the Closing Date occurs, the Borrower shall pay all reasonable and documented out-of-pocket costs and expenses incurred by of the Lender Administrative Agent and, in connection the case of clause (x) below, Xxxxxx Xxxxxxx and, in the case of clause (y) below, the Commitment Parties (in each case, without duplication and promptly after a written demand therefor, together with backup documentation supporting such reimbursement request, except with respect to reimbursements payable on the preparation Closing Date) associated with (x) the preparation, execution and delivery, amendment, modification, waiver and/or (y) enforcement of this Note the Facilities Documentation (including, in any case, the reasonable and documented legal fees of a single firm of counsel (which shall be the counsel identified herein until the Closing Date) (and in the case of any actual or perceived conflict of interests, one additional counsel for the affected Lender(s) taken as a whole), and, if necessary, a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)). The Borrower will indemnify the Administrative Agent, the Commitment Parties, the Lenders and their affiliates (without duplication) and the Loan Documentsofficers, includingdirectors, without limitationemployees, reasonable attorneys’ fees advisors, agents, controlling persons, equityholders, partners, members and time charges other representatives and their respective successors and permitted assigns of attorneys who may be employees each of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay any and all stamp and other taxesforegoing, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all losses, claims, damages, liabilities with respect and reasonable and documented out-of-pocket fees and expenses (limited to reasonable and documented legal fees of a single firm of counsel for all indemnified parties, taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all indemnified parties taken as a whole (and, in the case of an actual or resulting from any delay in paying or omission to pay perceived conflict of interest, where the indemnified person affected by such costs and expenses. Each Borrowers hereby authorize conflict informs the Lender to charge any account Borrower of such Borrower with conflict and thereafter retains its own counsel, of another firm of counsel for each group of affected indemnified persons similarly situated, taken as a whole)) of any such indemnified person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such indemnified person is a party thereto and whether or not such proceedings are brought by the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory Borrower, its equityholders, its affiliates, creditors or any other third person) that relates to the Lender)Transactions, protectincluding the financing contemplated hereby; provided that no indemnified person will be indemnified for any loss, indemnify and hold harmless claim, damage, liability, cost or expense to the Lenderextent (a) it has been determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from (i) the gross negligence, bad faith or willful misconduct of such indemnified person or any parent corporation, affiliated corporation of its affiliates or subsidiary controlling persons or any of the Lenderequityholders, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilitiespartners, obligationsmembers, lossesagents, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions advisors or other representatives of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation foregoing or affiliated corporation (ii) a material breach of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out obligations of this Note such indemnified person or any of its affiliates under the Loan Documents, Facilities Documentation or (b) any proceeding between and among indemnified persons that do not involve an act or omission by the Borrower or its subsidiaries (other than claims against any Commitment Party in its capacity or in fulfilling its role as the agent or arranger or any act, event or transaction related or attendant thereto, other similar role under the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Credit Facilities (excluding its role as a Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE])).

Expenses and Indemnification. The Borrowers Borrower shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent corporation of the Lender. The Borrowers Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers The Borrower hereby authorize authorizes the Lender to charge any account of such the Borrower with the Lender for all sums due under this Sectionsection. The Borrowers Borrower also agree agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each each, an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender, Lender or any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note the Loan and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents Documents, any other instruments and documents delivered hereunderhereunder or thereunder, or under any other agreement between the Borrowers Borrower and the Lender; provided, however, that the Borrowers Borrower shall not have any obligations obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each such Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each such Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations of the Borrowers Borrower evidenced by this Note and secured by the collateral securing this Note. This indemnity is not intended to excuse the Lender from performing hereunder. The provisions of this Section section shall survive the closing of the Loan, the satisfaction and payment of this NoteNote and any cancellation of the Loan Documents. IF ANYThe Borrower shall also pay, FOLLOW THIS PAGE]and hold the Lender harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the Loan. The Lender hereby represents that it has not employed a broker or other finder in connection with the Loan. The Borrower represents and warrants that no brokerage commissions or finder’s fees are to be paid in connection with the Loan.

Expenses and Indemnification. The Borrowers Borrower shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers Borrower and the Lender; provided, however, that the Borrowers Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, liability obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, payment together with interest thereon at the Default Past Due Rate from the date incurred by each Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations of the Borrowers Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE].

Expenses and Indemnification. The Borrowers Borrower shall pay (a) provided, that the Closing Date occurs, all costs reasonable documented and invoiced out of pocket expenses incurred by of the Lender ABL Administrative Agent, the Lead Arrangers and the Issuing Banks associated with the syndication of the ABL Facilities and the preparation, execution, delivery and administration of the ABL Loan Documents and any amendment or waiver with respect thereto and (b) all reasonable and documented or invoiced out of pocket expenses of the ABL Administrative Agent, the ABL Issuing Banks and the ABL Lenders in connection with the preparation enforcement of this Note the ABL Loan Documents. The Borrower will indemnify the ABL Administrative Agent, the Lead Arrangers, each ABL Issuing Bank and the Loan DocumentsLenders and their respective affiliates, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys affiliates, agents, members, advisors and agents (each an “Indemnified Party”) controlling persons of the foregoing, and hold them harmless from and against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, claims, costs, expenses (including reasonable fees, disbursements and distributions other charges of counsel) and liabilities of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or such indemnified person arising out of this Note or any of relating to the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the LoanABL Facilities, the use or intended proposed use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Notethereof, the Transaction, the ABL Loan Documents Documents, any claim or any litigation or other proceedings (regardless of whether any such indemnified person is a party thereto or whether such claim, litigation, or other proceeding is brought by a third party or by the Borrower or any of its affiliates, creditors or shareholders or any other instruments and documents delivered hereunder, or under any other agreement between person) that relate to the Borrowers and the LenderABL Loan Documents; provided, howeverthat no indemnified person will be indemnified for its gross negligence, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by willful misconduct, bad faith or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations material breach of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions ABL Loan Documents, as determined in a final, non-appealable judgment of this Section shall survive the satisfaction and payment a court of this Note. IF ANY, FOLLOW THIS PAGE]competent jurisdiction.

Expenses and Indemnification. The Borrowers Borrower shall pay (a) all costs reasonable and documented out-of-pocket expenses (and with respect to legal expenses, limited to reasonable fees, disbursements and other charges of one primary outside counsel, and if necessary, of a single firm of local outside counsel in each material jurisdiction for all persons, taken as whole (unless there is an actual or perceived conflict of interest in which case all such similarly situated persons, taken as a whole, may retain an outside counsel upon written notice to the Borrower and RBL Agent), in each case, to the RBL Agent) of the RBL Agent and the RBL Lead Arranger incurred by on or after the Lender Closing Date within ten (10) days after written demand thereof associated with the syndication of the RBL Facility and the preparation, execution, delivery and administration of the RBL Credit Documentation and any amendment or waiver with respect thereto and (b) all reasonable out-of-pocket expenses of the RBL Agent and the RBL Lenders within ten (10) days after written demand thereof in connection with the preparation enforcement of this Note the RBL Credit Documentation. The RBL Agent, the RBL Lead Arranger and the Loan Documents, including, without limitation, reasonable attorneys’ fees RBL Lenders (and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay any their affiliates and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys agents, advisors and agents other representatives) (each each, an “Indemnified Partyindemnified person”) from will be indemnified for and against held harmless against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costsdamages and liabilities (it being understood that any such losses, claims, damages or liabilities that consist of legal fees and/or expenses shall be limited to the actual reasonable and distributions of any kind or nature (includingdocumented out-of-pocket fees, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time other charges of attorneys who may be employees one counsel to all indemnified persons taken as a whole and, solely in the case of a conflict of interest, one additional counsel to all affected indemnified persons taken as a whole, and, if reasonably necessary, one local counsel in any relevant material jurisdiction to all indemnified persons, taken as a whole and, solely in the case of an actual or reasonably perceived conflict of interest, one additional local counsel to all affected indemnified persons, taken as a whole, in each case incurred in connection with investigating or defending any claim, litigation or proceeding relating to the RBL Facility or the use or the proposed use thereof) incurred in respect of the LenderRBL Facility or the use or the proposed use of proceeds thereof, any parent corporation except to the extent they arise from the gross negligence or affiliated corporation willful misconduct of the Lender), which may be imposed on, incurred RBL Credit Documentation by, such indemnified person, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction or asserted against, any Indemnified Party dispute solely among the indemnified persons (whether direct, indirect other than any claims against an indemnified person in its capacity as the RBL Agent or consequential RBL Lead Arranger) and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or not arising out of this Note any act or omission of the Borrower, or any of its subsidiaries. None of the Loan Documentsindemnified persons, the Borrower, any subsidiary of the Borrower or any actaffiliates or directors, event officers, employees, agents, advisors or transaction related or attendant thereto, the preparation, execution and delivery other representatives of this Note and the Loan Documents, the making or issuance and management any of the Loanforegoing shall be liable for any special, indirect, consequential or punitive damages in connection with the RBL Facility (including the use or intended use of the proceeds of this Note the RBL Facility); provided that the foregoing shall not limit the indemnification obligations in the immediately preceding sentence to the extent including in any third party claim in connection with which such indemnified person is entitled to indemnification hereunder. Notwithstanding the foregoing, each indemnified person shall be obligated to refund and return any and all amounts paid by the Borrower to such indemnified person for fees, expenses or damages to the extent such indemnified person is not entitled to payment of such amounts in accordance with the terms hereof. Governing Law and Forum: New York. Counsel to the RBL Agent and the enforcement RBL Lead Arranger: Sidley Austin LLP. Term Sheet – RBL Facility EXHIBIT C [Attached] [EXHIBIT C – COVER PAGE] EXHIBIT C First Lien Last Out Term Loan Facility Summary of Terms and Conditions Set forth below is a summary of the Lender’s rights principal terms and remedies under conditions for the FLLO Term Loan Facility. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Commitment Letter to which this Note, Exhibit C is attached or on Exhibits B or D (including the Loan Documents any other instruments Annexes hereto and documents delivered hereunder, or under any other agreement between the Borrowers and the Lenderthereto) attached thereto; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates event any law or public policysuch capitalized term is subject to multiple and differing definitions, the Borrowers appropriate meaning shall satisfy such undertaking be determined by reference to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]context in which it is used.

Expenses and Indemnification. The Borrowers Borrower shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent corporation of the Lender. The Borrowers Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers The Borrower hereby authorize authorizes the Lender Bank to charge any account of such the Borrower with the Lender Bank for all sums due under this Sectionsection. The Borrowers Borrower also agree agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each each, an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender, Lender or any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note the Loan and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents Documents, any other instruments and documents delivered hereunderhereunder or thereunder, or under any other agreement between the Borrowers Borrower and the Lender; provided, however, that the Borrowers Borrower shall not have any obligations obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each such Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each such Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations of the Borrowers Borrower evidenced by this Note and secured by the collateral securing this Note. This indemnity is not intended to excuse the Lender from performing hereunder. The provisions of this Section section shall survive the closing of the Loan, the satisfaction and payment of this NoteNote and any cancellation of the Loan Documents. IF ANYThe Borrower shall also pay, FOLLOW THIS PAGE]and hold the Lender harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the Loan. The Lender hereby represents that it has not employed a broker or other finder in connection with the Loan. The Borrower represents and warrants that no brokerage commissions or finder’s fees are to be paid in connection with the Loan. 8 16.

Expenses and Indemnification. The Borrowers Borrower shall pay all up to Twenty Thousand and 00/100 Dollars ($20,000.00) in costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, includingwhich may include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent corporation of the Lender. The Borrowers shall pay , and any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and hereunder . The Borrower agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers The Borrower hereby authorize authorizes the Lender to charge any account of such the Borrower with the Lender for all sums due under this Sectionsection. The Borrowers Borrower also agree agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each each, an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender, Lender or any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note the Loan and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents Documents, any other instruments and documents delivered hereunderhereunder or thereunder, or under any other agreement between the Borrowers Borrower and the Lender; provided, however, that the Borrowers Borrower shall not have any obligations obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Execution Form 8 Promissory Note / CFFC/ Coronus Energy and Borrower Entities Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each such Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each such Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations of the Borrowers Borrower evidenced by this Note and secured by the collateral securing this Note. This indemnity is not intended to excuse the Lender from performing hereunder. The provisions of this Section section shall survive the closing of the Loan, the satisfaction and payment of this NoteNote and any cancellation of the Loan Documents. IF ANYBut for Earthlight Solar Inc., FOLLOW THIS PAGE]Borrower represents and warrants that it has not employed a broker or other finder in connection with the Loan. Borrower shall also pay, and hold Lender harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the financing contemplated hereby in breach of Xxxxxxxx’s representation in the immediately foregoing sentence.

Expenses and Indemnification. The Borrowers shall pay all costs and expenses incurred Indemnification by Borrower of each Indemnified Person (as defined in Exhibit B to the Lender Commitment Letter) for matters arising out of or in connection with the preparation of this Note and Commitment Letter, Exh. C-11 the Loan DocumentsFee Letter, includingthe Transactions, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender Second Lien Term Facility or any affiliate related transaction or parent any claim, actions, suits, inquiries, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by the Lender. The Borrowers shall pay Borrower’s or the Acquired Business’ equity holders, creditors or any and all stamp and other taxesthird party or by Coin Holdings, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against Acquired Business or any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officersaffiliates) that relates to the Transactions, directorsincluding the Second Lien Term Facility or any transactions in connection therewith; provided that no Indemnified Person will be indemnified for any cost, employeesexpense or liability (i) to the extent determined by a court of competent jurisdiction in a final, attorneys and agents non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of such Indemnified Person’s Related Persons (each an “as defined in Exhibit B to the Commitment Letter), (ii) arising from a material breach of such Indemnified Party”Person’s (or any of its Related Persons) obligations under the definitive loan documentation (as determined in a final, non-appealable judgment by a court of competent jurisdiction), or (iii) arising from and against any and all liabilities, obligations, losses, damages, penaltiesclaim, actions, judgmentssuits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of its affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than any claim, actions, suits, claimsinquiries, costslitigation, investigation or proceeding against any Agent or Arranger in its capacity as such). In addition, all reasonable, documented out-of-pocket expenses and distributions of any kind or nature (including, without limitation, the fees, disbursements and the reasonable fees other charges of one firm of counsel for all such persons, taken as a whole (and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such persons, taken as a whole) (and, in the case of an actual or perceived conflict of interest where the Indemnified Party theretoPerson affected by such conflict informs you of such conflict and thereafter retains its own counsel, which shall also includeof another firm of counsel (and local counsel, without limitationif applicable) for such affected Indemnified Person)) of (x) the Agent, attorneys’ fees Arrangers, the Syndication Agent and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of Lenders for the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party enforcement costs and documentary taxes associated with the Second Lien Term Facility and (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or y) the Agent in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, connection with the preparation, execution and delivery of this Note and the Loan Documentsany amendment, the making waiver or issuance and management modification of the LoanSecond Lien Term Facility (whether or not such amendment, waiver or modification is approved by the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth Lenders) will in the preceding sentence may each case be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the BorrowersBorrower if the Closing Date occurs. Governing Law and Forum: New York. Exh. C-12 Counsel to Agent and Lead Arrangers: Xxxxxx Xxxxxx & Xxxxxxx LLP. EXHIBIT C Interest Rates: The interest rates under the Second Lien Term Facility will be, at the option of the Borrower, Adjusted LIBOR plus the Second Lien Term Facility LIBOR Spread (as defined in the Fee Letter) or ABR plus the Second Lien Term Facility ABR Spread (as defined in the Fee Letter). The Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if agreed to by all relevant Lenders, 12 months or, if agreed to by the Agent, a shorter period) for Adjusted LIBOR. Calculation of interest shall be added to on the obligations basis of the Borrowers evidenced by this Note actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans) and secured by interest shall be payable at the collateral securing this Note. The provisions end of this Section shall survive the satisfaction and payment of this Note. IF ANYeach interest period and, FOLLOW THIS PAGE]in any event, at least every three months.

Expenses and Indemnification. (a) The Borrowers shall Companies, from time to time upon request, will, on a joint and several basis, pay or reimburse the Collateral Agent and its affiliates for all costs its reasonable out-of-pocket expenses and expenses incurred by disbursements hereunder and under the Lender in connection with the preparation of this Note and the Loan Security Documents, including, without limitation, the reasonable fees and disbursements of its counsel and of its agents not regularly in its employ. The Companies hereby, on a joint and several basis, indemnify and hold harmless the Collateral Agent, its affiliates and their respective directors, officers, employees and agents from and against any loss, claim, damage, liability, expense, or obligation (including, without limitation, reasonable attorneys’ fees and time charges expenses) which the Collateral Agent or such affiliate (or any such director, officer, employee or agent) may incur in the execution, delivery, administration, exercise and performance of attorneys who may be employees this Agreement or the Security Documents, including without limitation, (i) the any actual or alleged presence or release of hazardous materials on or from any property owned or operated by the Company or any of its Subsidiaries, (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Lender foregoing, whether based on contract, tort or any affiliate other theory, brought by a third party or parent by any Company, and regardless of whether any Person to be indemnified hereunder is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the Lender. The Borrowers shall pay comparative, contributory or sole negligence of such indemnitee and (iii) any liability of the Collateral Agent for the payment, failure to pay, or delay in payment of any taxes in respect of the granting of security under this Agreement or the Security Documents, any stamp or other taxes in respect of the issue and all stamp and sale of the Senior Notes or the incurrence of the Credit Agreement Obligations, or any other taxestaxes imposed upon or assessed against the Collateral Agent relating to or, UCC search fees, filing fees and other costs and expenses in connection with its services hereunder and thereunder (but excluding therefrom net income taxes and franchise taxes in lieu of net income taxes imposed on the execution and delivery Collateral Agent), provided that the Companies shall not be liable under this Section 9.9 for any such loss, claim, damage, liability, expense or obligation incurred by the Collateral Agent to the extent resulting from its own gross negligence or willful misconduct or resulting from following instructions from the Required Secured Creditors, which instructions constitute gross negligence or willful misconduct of this Note and such Secured Creditors. It is the other instruments and documents express intention of the parties hereto that each Person to be delivered hereunder, indemnified hereunder shall be indemnified and agrees to save the Lender held harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender)losses, protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind claims or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or damages arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct ordinary, sole or gross contributory negligence of such Indemnified PartyPerson. To the extent that the undertaking to indemnify set forth The Companies shall also reimburse any Secured Creditor upon demand for any indemnification obligation in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers respect of which such Secured Creditor shall satisfy such undertaking become liable to the maximum extent permitted Collateral Agent as contemplated by applicable lawSection 9.9(b) of this Agreement. Any liability, obligation, loss, damage, penalty, cost or expense covered by this Such indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations survive payment of the Borrowers evidenced by this Note Obligations and secured by any resignation, removal, or replacement of the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]Collateral Agent.

Expenses and Indemnification. The Borrowers shall pay will indemnify the Arrangers, the Agent, the Syndication Agent, the Documentation Agent, the Lenders, the Issuing Bank, the Swingline Lender, their respective affiliates, successors and assigns and the officers, directors, employees, agents, advisors, controlling persons and members of each of the foregoing (each, an “Indemnified Person”) and hold them harmless from and against all costs costs, expenses (including reasonable fees, disbursements and expenses incurred other charges of counsel) and liabilities of such Indemnified Person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or by Holdings, the Lender Company or any of their respective affiliates or shareholders) that relates to the Transactions (including the Acquisition) or any transactions in connection with therewith, provided that no Indemnified Person will be indemnified for any cost, expense or liability to the preparation extent determined in the final, non-appealable judgment of this Note and the Loan Documentsa court of competent jurisdiction to have resulted from its gross negligence or willful misconduct. In addition, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees fees, disbursements and time other charges of attorneys who may be employees counsel) of the Arrangers, the Agent, the Syndication Agent, the Documentation Agent, the Issuing Bank, the Swingline Lender or any affiliate or parent of and the Lender. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other Lenders for enforcement costs and expenses in connection documentary taxes associated with the execution and delivery of this Note and the other instruments and documents to Facilities will be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers. Governing Law and Forum: New York; provided that, for purposes of interpretation of terms of the definitive documentation for the Facilities incorporated from or based on the Merger Agreement, including the definition of “Company MAE”, the laws of Delaware shall govern, and any state or federal court sitting in Delaware shall be added an appropriate forum for such matters governed by Delaware law. Counsel to Agent and Arrangers: Xxxxxxx, Swaine & Xxxxx LLP. ANNEX I Sources and Uses of Funds (in millions of dollars) (all figures are approximate) Sources of Funds Uses of Funds Revolving Facility1 $ 0.0 Merger Consideration $ 1,912.0 Tranche A Facility 1,200.0 Refinanced Indebtedness 88.0 Tranche B Facility 1,000.0 Transaction Costs 200.0 Total Sources $ 2,200.0 Total Uses $ 2,200.0 1 Represents amount to be drawn under the $600,000,000 Revolving Facility on the Closing Date. ANNEX II CB Xxxxxxx Xxxxx Services, Inc. $2,200,000,000 Senior Secured Term Loan Facilities $600,000,000 Senior Secured Replacement Revolving Credit Facility Summary of Additional Conditions Precedent1 The initial borrowing under the Facilities shall be subject to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]following additional conditions precedent:

Expenses and Indemnification. The Borrowers Borrower shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender' fees. The Borrowers Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers Borrower hereby authorize the Lender authorizes Xxxxxx to charge any account of such the Borrower with the Lender Xxxxxx for all sums due under this Sectionsection. The Borrowers Xxxxxxxx also agree agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “"Indemnified Party”") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s 's rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers Borrower and the Lender; provided, however, that the Borrowers Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct misconduct, negligence, or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations of the Borrowers Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE].

Expenses and Indemnification. The Borrowers shall pay all costs and (a) By countersigning this Agreement, the Company agrees (i) to reimburse the Collateral Agent, promptly, for any reasonable expenses incurred by the Lender Collateral Agent, including reasonable counsel fees and disbursements and compensation of agents, arising out of, in any way connected with, or as a result of, the execution or delivery of this Agreement or any Security Document or any agreement or instrument contemplated hereby or thereby or the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or in connection with the preparation enforcement or protection of this Note the rights of the Collateral Agent and the Loan Secured Parties hereunder or under the Security Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents (ii) to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the LenderCollateral Agent and its directors, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directorsemployees and agents, employeespromptly, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, and reasonable costs, expenses and distributions or disbursements of any kind or nature whatsoever (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), “Losses”) which may be imposed on, incurred by, by or asserted against, against the Collateral Agent Bank in its capacity as the Collateral Agent or any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) of them in any manner way relating to or arising out of this Note Agreement or any Security Document or any action taken or omitted by them under this Agreement or any Security Document; provided that the Company shall not be liable to the Collateral Agent for any portion of such Losses resulting from the gross negligence or willful misconduct of the Collateral Agent or any of its directors, officers, employees or agents as determined by a final non-appealable order of a court of competent jurisdiction. A statement by the Loan Documents, or any act, event or transaction related or attendant thereto, Collateral Agent that is submitted to the preparation, execution Company with respect to the amount of such expenses and delivery containing a basic description thereof and/or the amount of this Note and the Loan Documents, the making or issuance and management its indemnification obligation shall be prima facie evidence of the Loanamount thereof owing to the Collateral Agent or the Collateral Agent Bank, as the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lendercase may be; provided, however, that the Borrowers Company shall nonetheless have the right to dispute any such amount and, to the extent provided in this Section 5.9, the reasonableness thereof if notice of any intended dispute is delivered to the Collateral Agent within 60 days after the Collateral Agent delivers the applicable statement to the Company. Except as otherwise expressly provided herein, the Collateral Agent shall be under no obligation to take any action to protect, preserve or enforce any rights or interests in the Collateral or to take any action in connection with the execution or enforcement of its duties hereunder, whether on its own motion or on request of any other Person, which in the opinion of the Collateral Agent may involve loss, liability or expense to it, unless one or more of the Secured Parties shall offer and furnish security or indemnity, reasonably satisfactory to the Collateral Agent in accordance herewith, against loss, liability and expense to the Collateral Agent. Notwithstanding anything to the contrary contained in this Agreement, or any Security Document or any other documents noted in Section 10 of this Agreement, in the event that the Collateral Agent is entitled or required to commence an action to foreclose on such Security Document or other document, or otherwise exercise its remedies to acquire control or possession of any property constituting all or part of the Collateral, the Collateral Agent shall not have be required to commence any obligations hereunder to such action or exercise any Indemnified Party with respect to matters caused by such remedy if the Collateral Agent has determined in good faith that it may incur liability under any federal or resulting state environmental or hazardous waste law, rule or regulation as the result of the presence at, or release on or from, any property of any hazardous materials or waste, as defined under such federal or state laws, unless it has received security or indemnity from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth a Person, in the preceding sentence may be unenforceable because it violates any law or public policyan amount and in form, the Borrowers shall satisfy such undertaking all satisfactory to the maximum extent permitted by applicable law. Any Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE].

Expenses and Indemnification. The Borrowers (a) Mortgagor shall pay when due and payable, and upon request by Mortgagee shall reimburse Mortgagee for, all commercially reasonable appraisal fees, recording fees, taxes, brokerage fees and commissions, abstract and search fees, title insurance fees and premiums, escrow fees, attorneys' fees, court costs, fees of inspecting architect(s) and engineer(s) and all other reasonable costs and expenses incurred which have been incurred, or which hereafter may be incurred, by the Lender Mortgagee in connection with the preparation with: (i) preparation, execution and recording of this Note Mortgage and the other Loan Documents; (ii) after the occurrence of any Event of Default, preparation for enforcement of this Mortgage or any of the other Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges whether or not any suit or other action actually shall be commenced or undertaken; (iii) enforcement of attorneys who may be employees this Mortgage or any of the Lender other Loan Documents after the occurrence of an Event of Default; (iv) court or any affiliate or parent of the Lender. The Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions administrative proceedings of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, to which shall also include, without limitation, attorneys’ fees and time charges of attorneys who Mortgagee may be employees a party, whether as plaintiff, defendant or otherwise, by reason of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note Indebtedness or any of the Loan Documents; (v) defending and upholding the lien of this Mortgage or otherwise defending or asserting any rights and claims of Mortgagee under this Mortgage and the other Loan Documents; (vi) preparation for, and actions taken in connection with, Mortgagee's taking possession of all or any actpart of the Mortgaged Property; (vii) negotiations with Mortgagor or any or its members, event employees, agents, contractors, attorneys or transaction related other representatives in connection with the existence or attendant thereto, cure of any Event of Default; (viii) any transfer or proposed transfer of the preparation, execution Mortgaged Property in lieu of foreclosure; and delivery (ix) the approval or disapproval by Mortgagee of this Note any action taken or proposed to be taken and required to be approved by Mortgagee under the terms of any of the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers and the Lender; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrowers, shall be added to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE].

Expenses and Indemnification. The Borrowers Borrower shall pay all costs and expenses incurred by the Lender Xxxxxx in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges chares of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrowers Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender Xxxxxx harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers Borrower hereby authorize authorizes the Lender Bank to charge any account of such Borrower with the Lender Bank for all sums due under this Sectionsection. The Borrowers Xxxxxxxx also agree agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrowers Xxxxxxxx and the LenderXxxxxx; provided, however, that the Borrowers Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the BorrowersBorrower, shall be added to the obligations of the Borrowers Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE].

Expenses and Indemnification. The Borrowers Borrower shall pay (a) (i) all costs reasonable and documented or invoiced out-of-pocket expenses incurred by of the Lender in connection Administrative Agent, the Collateral Agent and each Arranger associated with the preparation syndication of this Note the Term Facility and the Loan Documentspreparation, includingexecution, without limitation, reasonable attorneys’ fees delivery and time charges of attorneys who may be employees administration of the Lender Term Loan Documents and (ii) all reasonable and documented or any affiliate or parent invoiced out-of-pocket expenses of the Lender. The Borrowers shall pay Administrative Agent, the Collateral Agent and each Arranger associated with and any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities amendment or waiver with respect to or resulting from any delay in paying or omission to pay such costs and expenses. Each Borrowers hereby authorize the Lender to charge any account of such Borrower with the Lender for all sums due under this Section. The Borrowers also agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature Term Loan Documents (including, without limitation, the reasonable and documented fees, disbursements and the reasonable fees other charges of counsel for identified herein, one local counsel in each Indemnified Party theretorelevant material jurisdiction and, which shall also includesolely in the case of an actual or perceived conflict of interest, without limitation, attorneys’ fees one additional counsel in each applicable material jurisdiction) and time charges of attorneys who may be employees (b) all reasonable and documented or invoiced out-of-pocket expenses of the LenderAdministrative Agent, any parent corporation or affiliated corporation of the Lender)Collateral Agent, which may be imposed on, incurred by, or asserted against, any Indemnified Party each Arranger and the Lenders (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesthe reasonable and documented fees, environmental laws disbursements and commercial laws and regulations, under common law or in equity, or based on contract or otherwiseother charges of counsel) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and connection with the enforcement of the Lender’s rights and remedies under this NoteTerm Loan Documents. The Loan Parties will indemnify the Administrative Agent, the Loan Documents Collateral Agent, each Arranger, and the Lenders and their respective affiliates, successors and assigns and the officers, directors, employees, affiliates, agents, advisors, controlling persons and members of each of the foregoing, and hold them harmless from and against all costs, expenses (including, without limitation, reasonable and documented fees, disbursements and other charges of counsel), losses, claims, damages and liabilities of any other instruments and documents delivered hereundersuch Indemnified Person arising out of, or relating to any claim or any litigation or other proceedings (regardless of whether any such Indemnified Person is a party thereto or whether such claim, litigation, or other proceeding is brought by a third party or by the Borrower or any of its affiliates, creditors or shareholders) that relate to the Transactions; provided that no Indemnified Person will be indemnified for its gross negligence, material breach of its funding obligations under the Term Facility, bad faith or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable decision or for any dispute that is solely among Indemnified Persons and does not arise from any act or omission by the Borrower or any of its affiliates (other agreement between than a dispute involving claims against the Borrowers and the LenderAdministrative Agent or Collateral Agent in its capacity as such); provided, however, further that no Indemnified Person or the Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity Borrower shall be paid to each Indemnified Party on demandliable for any indirect, and failing prompt paymentspecial, together with interest thereon at the Default Rate from the date punitive or consequential damages (other than in respect of any such damages incurred by each Indemnified Party until or paid by the Borrowers, shall be added an Indemnified Person to the obligations of the Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note. IF ANY, FOLLOW THIS PAGE]a third party).