Common use of Fees Generally Clause in Contracts

Fees Generally. The Commitment Fee will be payable in U.S. dollars in immediately available funds as directed by Lender, free and clear of, and without deduction for, any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes). Once paid, no portion of the Commitment Fee shall be refundable under any circumstances, and no portion of the Commitment Fee will be subject to counterclaim, set off or otherwise affected. Each portion of the Commitment Fee shall be fully earned upon becoming due and payable in accordance with the terms hereof and shall be in addition to any other fees, costs and expenses payable pursuant hereto or the definitive documentation for the Amendment to Senior Credit Facility. By executing this Commitment Letter, the Loan Party Obligors agree to reimburse Lender from time to time on demand for all reasonable and documented out-of-pocket fees and expenses (including, but not limited to, (a) the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxxxxx LLP, as counsel to Lender, and (b) due diligence expenses) incurred in connection with the Amendment to Senior Credit Facility, the preparation of the definitive documentation therefor and the other transactions contemplated hereby. The Loan Party Obligors represent, warrant and covenant (which representation, warranty and covenant, in the case of any information relating to the Target, is to the best of the Loan Party Obligors’ actual knowledge) that (a) all financial projections concerning the Loan Party Obligors that have been or are hereafter made available to Lender by the Loan Party Obligors or any of their representatives (or on their behalf) (the “Projections”) have been or will be prepared in good faith based upon reasonable assumptions, and (b) all information which has been or is hereafter made available to Lender by the Loan Party Obligors or any of their representatives (or on their behalf) in connection with any aspect of the transactions contemplated (including, without limitation, the Acquisition) hereby (the “Information”), as and when furnished, is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. The Loan Party Obligors agree to furnish Lender with further and supplemental information from time to time until the date of the effectiveness of the Amendment to Senior Credit Facility (the “Closing Date”) so that the representation, warranty and covenant in the immediately preceding sentence are correct on the Closing Date as if the Information were being furnished, and such representation, warranty and covenant were being made, on such date. In issuing this commitment, Lender is and will be using and relying on the Information without independent verification thereof. The Loan Party Obligors agree to indemnify and hold harmless Lender and each of its affiliates and their respective officers, directors, employees, agents, attorneys and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable and documented fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, 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 Amendment to Senior Credit Facility and any other financings, 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 or willful misconduct. 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 the Loan Party Obligors, their equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Loan Party Obligors also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Loan Party Obligor or their affiliates or to 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 or willful misconduct. 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. Lender agrees, for itself and on behalf of each of the Released Parties, that Section 6.1 of the Loan Agreement is inapplicable to this Commitment Letter and the Revolver Increase and the funding of the Bridge Loan on the Closing Date in accordance with the terms of this Commitment Letter. This Commitment Letter and the contents hereof are confidential and, except for disclosure hereof on a confidential basis to the Loan Party Obligors’ accountants, attorneys and other professional advisors retained by them in connection with the Amendment to Senior Credit Facility or as otherwise required by law, may not be disclosed in whole or in part to any Person without Lender’s prior written consent; provided, however, it is understood and agreed that the Loan Party Obligors may disclose this Commitment Letter (including the Summary of Terms) (but with the fees redacted) after their acceptance of this Commitment Letter, (a) to the Target, subject to notification of the Target of the confidentiality hereof, (b) to First Merchants Bank or other creditors solely in connection with obtaining required consents to the transactions contemplated hereby and (c) in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges. Lender hereby notifies the Loan Party Obligors that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), it is required to obtain, verify and record information that identifies the Loan Party Obligors, which information includes the name and address of each Loan Party Obligor and other information that will allow Lender to identify you in accordance with the Act. In connection with all aspects of each transaction contemplated by this Commitment Letter, the Loan Party Obligors acknowledge and agree that: (a) (i) the services and transactions described herein regarding the Amendment to Senior Credit Facility are arm’s-length commercial transactions between the Loan Party Obligors, on the one hand, and Lender, on the other hand, (ii) the Loan Party Obligors have consulted their our own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, and (iii) the Loan Party Obligors are capable of evaluating, and understand and accept, the terms, risks and conditions of the transaction contemplated hereby; and (b) (i) Lender has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any other Person and (ii) Lender has no obligation to the Loan Party Obligors with respect to the transaction contemplated hereby except those obligations expressly set forth herein. To the fullest extent permitted by law, each Loan Party Obligor hereby waives and releases any claims that such Loan Party Obligor may have against Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter. The provisions of the immediately preceding four paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the Amendment to Senior Credit Facility shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of Lender hereunder.

Fees Generally. The Commitment Fee will Except with respect to the fee set forth in Section 1.A above (to the extent relating to the Refinancing Bridge Facility) and Section 0.X.xx above (in each case, which shall be payable in U.S. dollars dollars), all fees shall be payable in U.K. sterling (£) in immediately available funds to each party owed such fees for its own account or as directed by Lenderit, free and clear of, of and without deduction for, for any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings withholdings, and all liabilities with respect thereto (with appropriate gross-up for withholding taxes). Once paidAt the sole discretion of Xxxxxxx Xxxxx (such discretion to be exercised in consultation with you), no all or any portion of any fees may be paid to any other lender or lenders under the Commitment Fee shall be refundable under any circumstancesBridge Facilities (each, and no portion a “Bridge Lender” and, collectively, the “Bridge Lenders”). All of the Commitment fees described above in this Fee will be subject to counterclaim, set off or otherwise affected. Each portion of the Commitment Fee Letter shall be fully earned upon becoming and become due and payable in accordance with the terms hereof hereof, shall be nonrefundable for any reason whatsoever and shall be in addition to any other fees, costs and expenses payable pursuant hereto or the definitive documentation for the Amendment to Senior Credit Facility. By executing this Commitment Letter, the Loan Party Obligors agree to reimburse Lender from time to time on demand for all reasonable and documented out-of-pocket fees and expenses (including, but not limited to, (a) the reasonable and documented fees, disbursements and other charges of Xxxxxx & Xxxxxxxxxx LLP, as counsel to Lender, and (b) due diligence expenses) incurred in connection with the Amendment to Senior Credit Facility, the preparation of the definitive documentation therefor and the other transactions contemplated hereby. The Loan Party Obligors represent, warrant and covenant (which representation, warranty and covenant, in the case of any information relating to the TargetBridge Facilities. Each fee recipient reserves the right to allocate, is to the best of the Loan Party Obligors’ actual knowledge) that (a) all financial projections concerning the Loan Party Obligors that have been or are hereafter made available to Lender by the Loan Party Obligors or any of their representatives (or on their behalf) (the “Projections”) have been or will be prepared in good faith based upon reasonable assumptions, and (b) all information which has been or is hereafter made available to Lender by the Loan Party Obligors or any of their representatives (or on their behalf) in connection with any aspect of the transactions contemplated (including, without limitation, the Acquisition) hereby (the “Information”), as and when furnished, is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. The Loan Party Obligors agree to furnish Lender with further and supplemental information from time to time until the date of the effectiveness of the Amendment to Senior Credit Facility (the “Closing Date”) so that the representation, warranty and covenant in the immediately preceding sentence are correct on the Closing Date as if the Information were being furnished, and such representation, warranty and covenant were being made, on such date. In issuing this commitment, Lender is and will be using and relying on the Information without independent verification thereof. The Loan Party Obligors agree to indemnify and hold harmless Lender and each of its affiliates and their respective officers, directors, employees, agents, attorneys and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable and documented fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, 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 Amendment to Senior Credit Facility and any other financings, 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 or willful misconduct. 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 the Loan Party Obligors, their equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Loan Party Obligors also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Loan Party Obligor or their affiliates or to 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 or willful misconduct. 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. Lender agrees, for itself and on behalf of each of the Released Parties, that Section 6.1 of the Loan Agreement is inapplicable to this Commitment Letter and the Revolver Increase and the funding of the Bridge Loan on the Closing Date in accordance with the terms of this Commitment Letter. This Commitment Letter and the contents hereof are confidential and, except for disclosure hereof on a confidential basis to the Loan Party Obligors’ accountants, attorneys and other professional advisors retained by them in connection with the Amendment to Senior Credit Facility or as otherwise required by law, may not be disclosed in whole or in part part, to its affiliates certain fees payable to it hereunder in such manner as it and such affiliates shall agree in their sole discretion. If after the date hereof and while any Person without LenderBridge Facility remains committed or outstanding, either S&P or Xxxxx’x downgrades, or puts on negative credit watch, the Borrower’s prior written consent; provided, however, it is understood Ratings after a payment date and agreed that such downgrade results in a change in the Loan Party Obligors may disclose this Commitment Letter Borrower’s Ratings outcome as set forth in the tables above (including the Summary of Terms) (but with the fees redacted) after their acceptance of this Commitment Letter, (a) to the Target, subject to notification of the Target of the confidentiality hereof, (b) to First Merchants Bank or other creditors solely in connection with obtaining required consents to the transactions contemplated hereby and (c) in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges. Lender hereby notifies the Loan Party Obligors that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the an “ActAlternative Ratings Outcome”), it is required then the Borrower shall pay to obtain, verify Bank of America such additional Upfront Fees and record information Funding Fees in amounts equal to the difference (if any) between the fees that identifies were payable on the Loan Party Obligorsapplicable payment date as set forth herein that would have been payable as set forth above if the Alternative Ratings Outcome had occurred on or prior to such applicable payment date, which information includes the name additional fees shall be deemed earned and address of each Loan Party Obligor due on such applicable payment date and other information that will allow Lender to identify you in accordance with the Act. In connection with all aspects of each transaction contemplated by this Commitment Letter, the Loan Party Obligors acknowledge and agree that: payable within five (a5) (i) the services and transactions described herein regarding the Amendment to Senior Credit Facility are arm’s-length commercial transactions between the Loan Party Obligors, on the one hand, and Lender, on the other hand, (ii) the Loan Party Obligors have consulted their our own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, and (iii) the Loan Party Obligors are capable of evaluating, and understand and accept, the terms, risks and conditions Business Days of the transaction contemplated hereby; and (b) (i) Lender has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by date such Alternative Ratings Outcome occurs. Your obligation to pay the relevant parties, has not been, is not, and foregoing fees will not be acting as an advisorsubject to counterclaim or setoff for, agent or fiduciary for the Loan Parties be otherwise affected by, any claim or any other Person and (ii) Lender has no obligation to the Loan Party Obligors with respect to the transaction contemplated hereby except those obligations expressly set forth herein. To the fullest extent permitted by law, each Loan Party Obligor hereby waives and releases any claims that such Loan Party Obligor dispute you may have against Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter. The provisions of the immediately preceding four paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the Amendment to Senior Credit Facility shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of Lender hereunderhave.

Fees Generally. The Commitment Fee All fees (in each case, to the extent payable) will be payable in U.S. dollars Sterling in immediately available funds to the Administrative Agents, Original Commitment Parties or Initial Lenders, as applicable, for their respective accounts or as directed by Lenderthe Administrative Agents, free Original Commitment Parties or Initial Lenders, as applicable. Except as expressly provided in Sections 1(a)(ii) and clear of1(b) above, and without deduction for, any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes). Once once paid, no portion of the Commitment Fee shall fee will be refundable under any circumstances, circumstances and no portion of the Commitment Fee will not be subject to counterclaim, set off setoff or otherwise affected. Each portion of the Commitment Fee shall be fully earned upon becoming due and payable in accordance with the terms hereof affected and shall be in addition to any other fees, costs and expenses payable pursuant hereto to the Commitment Letter or the definitive documentation Financing Documentation. In addition, all such payments shall be made without deduction for any taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any national, state or local taxing authority, or will be grossed up by you for such amounts except to the Amendment to Senior Credit Facility. By executing this Commitment Letterextent that such taxes, the Loan Party Obligors agree to reimburse Lender from time to time on demand for all reasonable and documented out-of-pocket fees and expenses (includinglevies, but not limited toimposts, duties, deductions, charges or withholdings (a) were imposed due to some present or former connection of an Administrative Agent, Original Commitment Party or Initial Lender, as applicable, with the taxing jurisdiction other than being a party to, receiving payments under or enforcing any transaction document or engaging in any other transaction contemplated thereunder, (b) would not have been imposed but for the failure of such Administrative Agent, Original Commitment Party or Initial Lender, as applicable, to comply with any reasonable certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the taxing jurisdiction of the Administrative Agent, Original Commitment Party or Initial Lender, as applicable, that such party is legally eligible to comply with if such compliance is reasonably requested by the borrower and documented feesrequired or imposed by law as a precondition to an exemption from, disbursements and or reduction in, such taxes, duties or other charges of Xxxxxx & Xxxxxxxxxx LLP(and, in this respect, the parties agree that, (i) if the Administrative Agent, Original Commitment Party or Initial Lender, as counsel applicable, is legally eligible to do so, such Administrative Agent, Original Commitment Party or Initial Lender, as applicable, shall complete any relevant procedural formalities to receive payments by any UK borrower free from UK withholding tax, and (bii) due diligence expensesthe Administrative Agent, Original Commitment Party and Initial Lender shall provide an IRS Form W-9 or applicable IRS Form W-8 establishing a complete exemption from U.S. federal withholding tax for all payments hereunder), or (c) incurred are U.S. federal withholding taxes imposed pursuant to a law in effect on the date hereof. At the sole discretion of each Initial Lender or Original Commitment Party, all or any portion of any fees may be allocated to any of its affiliates or paid to any other Lender or Lenders. There shall be no double-counting of the fees payable in connection with the Amendment to Senior Credit Interim Facility, the preparation of the definitive documentation therefor and the other transactions contemplated hereby. The Loan Party Obligors represent, warrant and covenant (which representation, warranty and covenant, in the case of any information relating to the Target, is to the best of the Loan Party Obligors’ actual knowledge) that (a) all financial projections concerning the Loan Party Obligors that have been or are hereafter made available to Lender by the Loan Party Obligors or any of their representatives (or on their behalf) (the “Projections”) have been or will be prepared in good faith based upon reasonable assumptions, and (b) all information which has been or is hereafter made available to Lender by the Loan Party Obligors or any of their representatives (or on their behalf) in connection with any aspect of the transactions contemplated (including, without limitation, the Acquisition) hereby (the “Information”), as and when furnished, is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. The Loan Party Obligors agree to furnish Lender with further and supplemental information from time to time until the date of the effectiveness of the Amendment to Senior Credit Facility (the “Closing Date”) so that the representation, warranty and covenant in the immediately preceding sentence are correct on the Closing Date as if the Information were being furnished, and such representation, warranty and covenant were being made, on such date. In issuing this commitment, Lender is and will be using and relying on the Information without independent verification thereof. The Loan Party Obligors agree to indemnify and hold harmless Lender and each of its affiliates and their respective officers, directors, employees, agents, attorneys and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable and documented fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, 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 Amendment to Senior Credit Facility and any other financings, 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 or willful misconduct. 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 the Loan Party Obligors, their equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Loan Party Obligors also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Loan Party Obligor or their affiliates or to 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 or willful misconduct. 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. Lender agrees, for itself and on behalf of each of the Released Parties, that Section 6.1 of the Loan Agreement is inapplicable to this Commitment Letter and the Revolver Increase and the funding of the Bridge Loan on the Closing Date in accordance with the terms of this Commitment Letter. This Commitment Letter and the contents hereof are confidential and, except for disclosure hereof on a confidential basis to the Loan Party Obligors’ accountants, attorneys and other professional advisors retained by them in connection with the Amendment to Senior Credit Facility or as otherwise required by law, may not be disclosed in whole or in part to any Person without Lender’s prior written consent; provided, however, it is understood and agreed that the Loan Party Obligors may disclose this Commitment Letter (including the Summary of Terms) (but with the fees redacted) after their acceptance of this Commitment Letter, (a) to the Target, subject to notification of the Target of the confidentiality hereof, (b) to First Merchants Bank or other creditors solely in connection with obtaining required consents to the transactions contemplated hereby and (c) in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges. Lender hereby notifies the Loan Party Obligors that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), it is required to obtain, verify and record information that identifies the Loan Party Obligors, which information includes the name and address of each Loan Party Obligor and other information that will allow Lender to identify you in accordance with the Act. In connection with all aspects of each transaction contemplated by this Commitment Letter, the Loan Party Obligors acknowledge and agree that: (a) (i) the services and transactions described herein regarding the Amendment to Senior Credit Facility are arm’s-length commercial transactions between the Loan Party Obligors, on the one hand, and Lender, the fees payable in connection with the Credit Facility on the other hand, (ii) the Loan Party Obligors have consulted their our own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, and (iii) the Loan Party Obligors are capable of evaluating, and understand and accept, the terms, risks and conditions of the transaction contemplated hereby; and (b) (i) Lender has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any other Person and (ii) Lender has no obligation to the Loan Party Obligors with respect to the transaction contemplated hereby except those obligations expressly set forth herein. To the fullest extent permitted by law, each Loan Party Obligor hereby waives and releases any claims that such Loan Party Obligor may have against Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter. The provisions of the immediately preceding four paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the Amendment to Senior Credit Facility shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of Lender hereunder.

Fees Generally. The Commitment Fee All fees (in each case, to the extent payable) will be payable in U.S. dollars Sterling in immediately available funds to the Administrative Agents or Initial Lenders, as applicable, for their respective accounts or as directed by Lenderthe Administrative Agents or Initial Lenders, free as applicable. Except as expressly provided in Sections 1(a) and clear of(b) above, and without deduction for, any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes). Once once paid, no portion of the Commitment Fee shall fee will be refundable under any circumstances, circumstances and no portion of the Commitment Fee will not be subject to counterclaim, set off setoff or otherwise affected. Each portion of the Commitment Fee shall be fully earned upon becoming due and payable in accordance with the terms hereof affected and shall be in addition to any other fees, costs and expenses payable pursuant hereto to the Commitment Letter or the definitive documentation Financing Documentation. In addition, all such payments shall be made without deduction for the Amendment to Senior Credit Facility. By executing this Commitment Letterany taxes, the Loan Party Obligors agree to reimburse Lender from time to time on demand for all reasonable and documented out-of-pocket fees and expenses (includinglevies, but not limited toimposts, (a) the reasonable and documented feesduties, disbursements and other deductions, charges of Xxxxxx & Xxxxxxxxxx LLPor withholdings imposed by any national, as counsel to Lenderstate or local taxing authority, and (b) due diligence expenses) incurred in connection with the Amendment to Senior Credit Facility, the preparation of the definitive documentation therefor and the other transactions contemplated hereby. The Loan Party Obligors represent, warrant and covenant (which representation, warranty and covenant, in the case of any information relating to the Target, is to the best of the Loan Party Obligors’ actual knowledge) that (a) all financial projections concerning the Loan Party Obligors that have been or are hereafter made available to Lender by the Loan Party Obligors or any of their representatives (or on their behalf) (the “Projections”) have been or will be prepared in good faith based upon reasonable assumptions, and (b) all information which has been or is hereafter made available to Lender grossed up by the Loan Party Obligors or any of their representatives (or on their behalf) in connection with any aspect of the transactions contemplated (including, without limitation, the Acquisition) hereby (the “Information”), as and when furnished, is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. The Loan Party Obligors agree to furnish Lender with further and supplemental information from time to time until the date of the effectiveness of the Amendment to Senior Credit Facility (the “Closing Date”) so that the representation, warranty and covenant in the immediately preceding sentence are correct on the Closing Date as if the Information were being furnished, and you for such representation, warranty and covenant were being made, on such date. In issuing this commitment, Lender is and will be using and relying on the Information without independent verification thereof. The Loan Party Obligors agree to indemnify and hold harmless Lender and each of its affiliates and their respective officers, directors, employees, agents, attorneys and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable and documented fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, 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 Amendment to Senior Credit Facility and any other financings, or any use made or proposed to be made with the proceeds thereof, amounts except to the extent that such claimtaxes, damagelevies, lossimposts, liability duties, deductions, charges 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 or willful misconduct. 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 the Loan Party Obligors, their equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Loan Party Obligors also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Loan Party Obligor or their affiliates or to 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 or willful misconduct. 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. Lender agrees, for itself and on behalf of each of the Released Parties, that Section 6.1 of the Loan Agreement is inapplicable to this Commitment Letter and the Revolver Increase and the funding of the Bridge Loan on the Closing Date in accordance with the terms of this Commitment Letter. This Commitment Letter and the contents hereof are confidential and, except for disclosure hereof on a confidential basis to the Loan Party Obligors’ accountants, attorneys and other professional advisors retained by them in connection with the Amendment to Senior Credit Facility or as otherwise required by law, may not be disclosed in whole or in part to any Person without Lender’s prior written consent; provided, however, it is understood and agreed that the Loan Party Obligors may disclose this Commitment Letter (including the Summary of Terms) (but with the fees redacted) after their acceptance of this Commitment Letter, withholdings (a) were imposed due to some present or former connection of an Administrative Agent or Initial Lender, as applicable, with the Targettaxing jurisdiction other than being a party to, subject to notification of the Target of the confidentiality hereofreceiving payments under or enforcing any transaction document or engaging in any other transaction contemplated thereunder, (b) would not have been imposed but for the failure of such Administrative Agent or Initial Lender, as applicable, to First Merchants Bank comply with any reasonable certification, US-DOCS\121103843.13 identification or other creditors solely in reporting requirements concerning the nationality, residence, identity or connection with obtaining required consents to the transactions contemplated hereby and (c) in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges. Lender hereby notifies the Loan Party Obligors that pursuant to the requirements taxing jurisdiction of the USA PATRIOT ActAdministrative Agent or Initial Lender, Title III of Pub. L. 107-56 as applicable, that such party is legally eligible to comply with if such compliance is reasonably requested by the borrower and required or imposed by law as a precondition to an exemption from, or reduction in, such taxes, duties or other charges (signed into law October 26and, 2001) (the “Act”), it is required to obtain, verify and record information that identifies the Loan Party Obligors, which information includes the name and address of each Loan Party Obligor and other information that will allow Lender to identify you in accordance with the Act. In connection with all aspects of each transaction contemplated by this Commitment Letterrespect, the Loan Party Obligors acknowledge and parties agree that: (a) , (i) if the services and transactions described herein regarding the Amendment Administrative Agent or Initial Lender, as applicable, is legally eligible to Senior Credit Facility are arm’s-length commercial transactions between the Loan Party Obligorsdo so, on the one handsuch Administrative Agent or Initial Lender, as applicable, shall complete any relevant procedural formalities to receive payments by any UK borrower free from UK withholding tax, and Lender, on the other hand, (ii) the Loan Party Obligors have consulted their our own legalAdministrative Agent and Initial Lender shall provide an IRS Form W-9 or applicable IRS Form W-8 establishing a complete exemption from U.S. federal withholding tax for all payments hereunder), accounting, regulatory and tax advisors to the extent you have deemed appropriate, and (iii) the Loan Party Obligors are capable of evaluating, and understand and accept, the terms, risks and conditions of the transaction contemplated hereby; and (b) (i) Lender has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any other Person and (ii) Lender has no obligation to the Loan Party Obligors with respect to the transaction contemplated hereby except those obligations expressly set forth herein. To the fullest extent permitted by law, each Loan Party Obligor hereby waives and releases any claims that such Loan Party Obligor may have against Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter. The provisions of the immediately preceding four paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the Amendment to Senior Credit Facility shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of Lender hereunder.or