Common use of Indemnity; Expenses Clause in Contracts

Indemnity; Expenses. The New Loan Documents will contain standard indemnification and expense reimbursement provisions in favor of the New Agent and the lenders in respect of the New First Out Loans and the New Second Out Loans. 2 If the New First Out Loans and the New Second Out Loans are evidenced by separate credit agreements, each may be amended with the consent of only a majority of the aggregate outstanding principal amount of (and aggregate outstanding undrawn commitments in respect of) the class evidenced thereby, subject to amendments customarily requiring approval by all affected lenders. The following term sheet (the “Term Sheet”) presents certain material terms in respect of the contingent value rights (“CVRs”) to be issued by Reorganized Curo to holders of the existing common stock of CURO Group Holdings Corp., a Delaware corporation (the “Company”, and such holders, the “Existing Holders”), to be reflected in a contingent value right agreement (the “CVR Agreement”) and warrants (“Warrants”) to be issued by Reorganized Curo to holders of the Prepetition 2L Notes to be reflected in a warrant agreement (the “Warrant Agreement”), respectively, each to be entered into upon consummation of the Plan, and does not purport to summarize all the terms, conditions, representations, warranties and other provisions with respect to the transactions referred to herein. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Restructuring Support Agreement (the “RSA”) to which this Term Sheet is attached as Exhibit E. The CVRs and CVR Agreement and Warrants and Warrant Agreement will be consistent with this Term Sheet and the RSA and otherwise be in form and substance acceptable to the Company Parties and the Required Consenting Stakeholders. The CVRs and Warrants will be issued and distributed pursuant to the Plan.

Indemnity; Expenses. The New Loan Documents will contain standard indemnification and expense reimbursement provisions in favor (a) Each of the New Credit Agent and the lenders Note Agent agrees to indemnify and hold harmless the Shared Collateral Agent and its officers, directors, agents and employees (each an "Indemnitee"), ratably according to the Pro Rata Share(s) held by the Lenders and the Senior Noteholders, respectively, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, claims or disbursements ("Claims") of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee in any way relating directly or indirectly to or arising directly or indirectly (whether before or after termination of this Agreement) out of (i) this Agreement or any of the Shared Collateral Security Documents (including without limitation the negotiation, execution, and enforcement thereof), or any transaction contemplated thereby, (ii) any action taken or omitted by the Indemnitee pursuant to this Agreement or any of the Shared Collateral Security Documents, or (iii) any breach of any agreement or instrument as a result of any action taken or omitted by the Indemnitee hereunder or under any of the Shared Collateral Security Documents; provided, however, that neither the Credit Agent nor the Note Agent shall be liable for any portion of such Claims found to result from the Indemnitee's gross negligence, willful misconduct or knowing violations of law (as may be determined by New York law), unless such breach has been waived by the Required Parties or the Required Parties shall have instructed the Shared Collateral Agent to take an action which violates applicable law. The Pro Rata Shares of the Lenders and the Senior Noteholders for purposes of this Section 5.4(a) shall be determined (i) in the case the Shared Collateral Agent has taken any Remedial Action with respect to the Shared Collateral, at the time of the commencement of such Remedial Action and (ii) in the case the Shared Collateral Agent has not taken any such action, as of the date such Claim commenced to be incurred, in each case, as determined by the Shared Collateral Agent in good faith. (b) Without limiting the generality of the foregoing, and to the extent that the Indemnitee is not promptly reimbursed for such expenses by the Borrower, the Credit Agent and the Note Agent severally agree to reimburse the Indemnitee promptly upon demand ratably according to the Pro Rata Shares held by the Lenders and the Senior Noteholders, respectively, for any out-of-pocket expenses (including regular time billing charges of in-house or outside counsel) incurred by the Indemnitee and permitted by this Section 5.4 in connection with the administration or enforcement of, or legal advice in respect of rights or responsibilities hereunder or under any of the New First Out Loans and Shared Collateral Security Documents (including without limitation the New Second Out Loansenforcement of this (c) Any Indemnitee may retain its own counsel to prosecute, negotiate or defend any Claims; provided, however, that the indemnification obligations under this Section 5.4 shall only apply to one counsel with respect to any Claim regardless of the number of Indemnitees. 2 If Any Indemnitee shall have the New First Out Loans and the New Second Out Loans are evidenced by separate credit agreements, each may be amended right to compromise any Claims with the consent of only a majority the Required Parties. (d) The obligations of the aggregate outstanding principal amount of (Credit Agent and aggregate outstanding undrawn commitments in respect of) the class evidenced thereby, subject to amendments customarily requiring approval by all affected lenders. The following term sheet (the “Term Sheet”) presents certain material terms in respect of the contingent value rights (“CVRs”) to be issued by Reorganized Curo to holders of the existing common stock of CURO Group Holdings Corp., a Delaware corporation (the “Company”, and such holders, the “Existing Holders”), to be reflected in a contingent value right agreement (the “CVR Agreement”) and warrants (“Warrants”) to be issued by Reorganized Curo to holders of the Prepetition 2L Notes to be reflected in a warrant agreement (the “Warrant Agreement”)Note Agent, respectively, each to be entered into upon consummation under this Section 5.4 shall survive the payment of all BTCC Credit Agreement Obligations and the Senior Note Obligations and the termination of this Agreement. (e) The obligations of the Plan, Note Agent under this Section 5.4 shall in no event exceed the amounts actually paid to and does not purport received by the Note Agent from the Borrower to summarize all reimburse the terms, conditions, representations, warranties Note Agent for such obligations plus the proceeds of Collateral received by the Note Agent and other provisions available to pay such obligations in accordance with respect the terms of the Senior Note Documents. The obligations of the Credit Agent under this Section 5.4 shall in no event exceed the amounts actually paid to and received by the transactions referred Credit Agent from the Borrower to herein. Capitalized reimburse the Credit Agent for such obligations plus the proceeds of Collateral received by the Credit Agent and available to pay such obligations in accordance with the terms used but not defined herein have of the meanings ascribed to such terms in the Restructuring Support Agreement (the “RSA”) to which this Term Sheet is attached as Exhibit E. The CVRs and CVR BTCC Credit Agreement and Warrants and Warrant the BTCC Credit Agreement will be consistent with this Term Sheet and the RSA and otherwise be in form and substance acceptable to the Company Parties and the Required Consenting Stakeholders. The CVRs and Warrants will be issued and distributed pursuant to the PlanSecurity Documents.

Indemnity; Expenses. The New Loan Documents will contain standard indemnification and expense reimbursement provisions in favor (a) Each of the New Credit Agent and the lenders in respect of Trustee severally agrees to indemnify and hold harmless the New First Out Loans Collateral Agent and its officers, directors, agents and employees (each an "Indemnitee"), ratably according to the Pro Rata Share(s) held by the Lenders and the New Second Out Loans. 2 If the New First Out Loans and the New Second Out Loans are evidenced by separate credit agreements, each may be amended with the consent of only a majority of the aggregate outstanding principal amount of (and aggregate outstanding undrawn commitments in respect of) the class evidenced thereby, subject to amendments customarily requiring approval by all affected lenders. The following term sheet (the “Term Sheet”) presents certain material terms in respect of the contingent value rights (“CVRs”) to be issued by Reorganized Curo to holders of the existing common stock of CURO Group Holdings Corp., a Delaware corporation (the “Company”, and such holders, the “Existing Holders”), to be reflected in a contingent value right agreement (the “CVR Agreement”) and warrants (“Warrants”) to be issued by Reorganized Curo to holders of the Prepetition 2L Notes to be reflected in a warrant agreement (the “Warrant Agreement”)Trustee, respectively, each from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, claims or disbursements ("Claims") of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee in any way relating directly or indirectly to be entered into upon consummation or arising directly or indirectly (whether before or after termination of this Agreement) out of (i) this Agreement or any of the PlanShared Collateral Security Documents (including without limitation the negotiation, execution, and does not purport enforcement thereof), or any transaction contemplated thereby, (ii) any action taken or omitted by the Indemnitee pursuant to summarize all this Agreement or any of the termsShared Collateral Security Documents, conditionsor (iii) any breach of any agreement or instrument as a result of any action taken or omitted by the Indemnitee hereunder or under any of the Shared Collateral Security Documents; provided, representationshowever, warranties that neither the Credit Agent nor the Trustee shall be liable for any portion of such Claims found to result from the Indemnitee's gross negligence, willful misconduct or knowing violations of Law (as may be determined by New York law), unless such breach has been waived by the Required Parties or the Required Parties shall have instructed the Collateral Agent to take an action which violates applicable Law. The Pro Rata Shares of the Lenders and other provisions the Trustee for purposes of this Section 5.4(a) shall be determined (i) in the case the Collateral Agent has taken any Remedial Action with respect to the transactions referred Shared Collateral, at the time of the commencement of such Remedial Action and (ii) in the case the Collateral Agent has not taken any such action, as of the date such Claim commenced to hereinbe incurred, in each case, as determined by the Collateral Agent in good faith. (b) Without limiting the generality of the foregoing, and to the extent that the Indemnitee is not promptly reimbursed for such expenses by Sweetheart, the Credit Agent and the Trustee severally agree to reimburse the Indemnitee promptly upon demand ratably according to the Pro Rata Shares held by the Lenders and the Trustee, respectively, for any out-of-pocket expenses (including regular time billing charges of in-house or outside counsel) incurred by the Indemnitee and permitted by this Section 5.4 in connection with the administration or enforcement of, or legal advice in respect of rights or responsibilities hereunder or under any of the Shared Collateral Security Documents (including without limitation the enforcement of this indemnity). Capitalized terms used but The Pro Rata Shares of the Lenders and the Trustee for purposes of this Section 5.4(b) shall be determined (i) in the case the Collateral Agent has taken any Remedial Action with respect to the Shared Collateral, at the time of the commencement of such Remedial Action and (ii) in the case the Collateral Agent has not defined herein taken any such action, as of the date such Claim commenced to be incurred, in each case, as determined by the Collateral Agent in good faith. (c) Any Indemnitee may retain its own counsel to prosecute, negotiate or defend any Claims; provided, however, that the indemnification obligations under this Section 5.4 shall only apply to one counsel with respect to any Claim regardless of the number of Indemnitees. Any Indemnitee shall have the meanings ascribed right to such terms in compromise any Claims with the Restructuring Support Agreement prior written consent of the Required Parties. (d) The obligations of the “RSA”) to which this Term Sheet is attached as Exhibit E. The CVRs and CVR Agreement and Warrants and Warrant Agreement will be consistent with this Term Sheet Credit Agent and the RSA and otherwise be in form and substance acceptable to Trustee, respectively, under this Section 5.4 shall survive the Company Parties payment of all Credit Agreement Obligations and the Required Consenting Stakeholders. The CVRs Secured Sale/Leaseback Obligations and Warrants will be issued and distributed pursuant to the Plantermination of this Agreement.

Indemnity; Expenses. The New Loan Documents will contain standard indemnification and expense reimbursement provisions EACH CREDIT PARTY SHALL INDEMNIFY, DEFEND, SAVE, PROTECT, AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY “CLAIMS” AND “EXTRAORDINARY EXPENSES” (AS SUCH TERMS ARE DEFINED IN SECTION 1.1) THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE; provided, however, that in favor of the New Agent and the lenders in respect of the New First Out Loans and the New Second Out Loans. 2 If the New First Out Loans and the New Second Out Loans are evidenced by separate credit agreementsno event shall any Credit Party have any obligation thereunder to indemnify, each may be amended with the consent of only a majority of the aggregate outstanding principal amount of (and aggregate outstanding undrawn commitments in respect of) the class evidenced thereby, subject to amendments customarily requiring approval by all affected lenders. The following term sheet (the “Term Sheet”) presents certain material terms in respect of the contingent value rights (“CVRs”) to be issued by Reorganized Curo to holders of the existing common stock of CURO Group Holdings Corp., a Delaware corporation (the “Company”, and such holders, the “Existing Holders”), to be reflected in a contingent value right agreement (the “CVR Agreement”) and warrants (“Warrants”) to be issued by Reorganized Curo to holders of the Prepetition 2L Notes to be reflected in a warrant agreement (the “Warrant Agreement”), respectively, each to be entered into upon consummation of the Plan, and does not purport to summarize all the terms, conditions, representations, warranties and other provisions defend or hold harmless an Indemnitee with respect to any Claim or Extraordinary Expense that is determined in a final, non-appealable judgment by a court of competent jurisdiction by final and non-appealable judgment binding on such Indemnitee to have resulted solely from the transactions referred gross negligence, bad faith or willful misconduct of such Indemnitee. In addition to hereinall other Obligations, the obligations and liabilities described in this Section 15.3 shall (a) constitute Obligations; (b) be in addition to, and cumulative with, any other indemnification provisions set forth elsewhere in this Agreement or any other Loan Document; (c) be secured by the Collateral; (d) be due and payable by Credit Parties promptly following written demand therefor; (e) be chargeable against Borrowers’ in the manner set forth in Section 4.1(b) (provided, however, that Administrative Agent shall have no obligation to charge such amounts in such manner); and (f) survive termination of this Agreement and the other Loan Documents. Capitalized terms used but not defined herein In addition to the foregoing, Administrative Agent shall have the meanings ascribed right at any time or from time to such terms time while any Event of Default is continuing, to require that the obligations and liabilities described in the Restructuring Support Agreement (the “RSA”) to which this Term Sheet is attached as Exhibit E. The CVRs and CVR Agreement and Warrants and Warrant Agreement will Section 15.3 be consistent with this Term Sheet and the RSA and otherwise be in form and substance acceptable to the Company Parties and the Required Consenting Stakeholders. The CVRs and Warrants will be issued and distributed pursuant to the PlanCash Collateralized.

Indemnity; Expenses. The New Loan Documents will contain standard indemnification and expense reimbursement provisions in favor (a) Each of the New Credit Agent and the lenders Note Agent agrees to indemnify and hold harmless the Shared Collateral Agent and its officers, directors, agents and employees (each an "Indemnitee") ratably according to the Pro Rata Share(s) held by the Lenders and the Senior Noteholders, respectively, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, claims or disbursements ("Claims") of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee in any way relating directly or indirectly to or arising directly or indirectly (whether before or after termination of this Agreement) out of (i) this Agreement or any of the Shared Collateral Security Documents (including without limitation the negotiation, execution, and enforcement thereof), or any transaction contemplated thereby, (ii) any action taken or omitted by the Indemnitee pursuant to this Agreement or any of the Shared Collateral Security Documents or (iii) any breach of any agreement or instrument as a result of any action on taken or omitted by the Indemnitee hereunder or under any of the Shared Collateral Security Documents, provided, however, that neither the Credit Agent nor the Note Agent shall be liable for any portion of such Claims found to result from the Indemnitee's gross negligence, willful misconduct or knowing violations of law (as may be determined by New York law), unless such breach has been waived by the Required Parties or the Required Parties shall have instructed the Shared Collateral Agent to take an action which violates applicable law. The Pro Rata Shares of the Lenders and the Senior Noteholders for purposes of this Section 5.4(a) shall be determined (i) in the case the Shared Collateral Agent has taken any Remedial Action with respect to the Shared Collateral, at the time of the commencement of such Remedial Action and (ii) in the case the Shared Collateral Agent has not taken any such Remedial Action, as of the date such Claim commenced to be incurred, in each case, as determined by the Shared Collateral Agent in good faith. (b) Without limiting the generality of the foregoing, and to the extent that the Indemnitee is not promptly reimbursed for such expenses by the Borrower, the Credit Agent and the Note Agent severally agree to reimburse the Indemnitee promptly upon demand ratably according to the Pro Rata Shares held by the Lenders and the Senior Noteholders, respectively, for any out-of-pocket expenses (including regular time billing charges of in-house or outside counsel) incurred by the Indemnitee and permitted by this Section 5.4 in connection with the administration or enforcement of, or legal advice in respect of rights or responsibilities hereunder or under any of the New First Out Loans Shared Collateral Security Documents (including without limitation the enforcement of this indemnity). The Pro Rata Shares of the Lenders and the New Second Out LoansSenior Noteholders for purposes of this Section 5.4(b) shall be determined (i) in the case the Shared Collateral Agent has taken any Remedial Action with respect to the Shared Collateral, at the time of the commencement of such Remedial Action and (ii) in the case the Shared Collateral Agent has not taken any such Remedial Action, as of the date such Claim commenced to be incurred, in each case, as determined by the Shared Collateral Agent in good faith. (c) Any Indemnitee may retain its own counsel to prosecute, negotiate or defend any Claims; provided, however, that the indemnification obligations under this Section 5.4 shall only apply to one counsel with respect to any Claim regardless of the number of Indemnitees. 2 If Any Indemnitee shall have the New First Out Loans and the New Second Out Loans are evidenced by separate credit agreements, each may be amended right to compromise any Claims with the consent of only a majority the Required Parties. (d) The obligations of the aggregate outstanding principal amount Credit Agent and the Note Agent, collectively, under this Section 5.4 shall survive the payment of all Bank Credit Agreement Obligations and the Senior Note Obligations and the termination of this Agreement. (e) The obligations of the Note Agent under this Section 5.4 shall in no event exceed the amounts actually paid to and aggregate outstanding undrawn commitments received by the Note Agent from the Borrower to reimburse the Note Agent for such obligations plus the proceeds of the Shared Collateral received by the Note Agent and available to pay such obligations in respect of) accordance with the class evidenced thereby, subject to amendments customarily requiring approval by all affected lendersterms of the Senior Note Documents. The following term sheet (the “Term Sheet”) presents certain material terms in respect obligations of the contingent value rights (“CVRs”) Credit Agent under this Section 5.4 shall in no event exceed amounts actually paid to be issued and received by Reorganized Curo the Credit Agent from the Borrower to holders reimburse the Credit Agent for such obligations plus the proceeds of Shared Collateral received by the Credit Agent and available to pay such obligations in accordance with the terms of the existing common stock of CURO Group Holdings Corp., a Delaware corporation (the “Company”, and such holders, the “Existing Holders”), to be reflected in a contingent value right agreement (the “CVR Agreement”) and warrants (“Warrants”) to be issued by Reorganized Curo to holders of the Prepetition 2L Notes to be reflected in a warrant agreement (the “Warrant Agreement”), respectively, each to be entered into upon consummation of the Plan, and does not purport to summarize all the terms, conditions, representations, warranties and other provisions with respect to the transactions referred to herein. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Restructuring Support Agreement (the “RSA”) to which this Term Sheet is attached as Exhibit E. The CVRs and CVR Bank Credit Agreement and Warrants and Warrant the Bank Credit Agreement will be consistent with this Term Sheet and the RSA and otherwise be in form and substance acceptable to the Company Parties and the Required Consenting Stakeholders. The CVRs and Warrants will be issued and distributed pursuant to the PlanSecurity Documents.

Indemnity; Expenses. The New Loan Documents will contain standard indemnification and expense reimbursement provisions EACH CREDIT PARTY SHALL INDEMNIFY, DEFEND, SAVE, PROTECT, AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY “CLAIMS” AND “EXTRAORDINARY EXPENSES” (AS SUCH TERMS ARE DEFINED IN SECTION 1.1) THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE; provided, however, that in favor of the New Agent and the lenders in respect of the New First Out Loans and the New Second Out Loans. 2 If the New First Out Loans and the New Second Out Loans are evidenced by separate credit agreementsno event shall any Credit Party have any obligation thereunder to indemnify, each may be amended with the consent of only a majority of the aggregate outstanding principal amount of (and aggregate outstanding undrawn commitments in respect of) the class evidenced thereby, subject to amendments customarily requiring approval by all affected lenders. The following term sheet (the “Term Sheet”) presents certain material terms in respect of the contingent value rights (“CVRs”) to be issued by Reorganized Curo to holders of the existing common stock of CURO Group Holdings Corp., a Delaware corporation (the “Company”, and such holders, the “Existing Holders”), to be reflected in a contingent value right agreement (the “CVR Agreement”) and warrants (“Warrants”) to be issued by Reorganized Curo to holders of the Prepetition 2L Notes to be reflected in a warrant agreement (the “Warrant Agreement”), respectively, each to be entered into upon consummation of the Plan, and does not purport to summarize all the terms, conditions, representations, warranties and other provisions defend or hold harmless an Indemnitee with respect to any Claim or Extraordinary Expense that is determined in a final, non-appealable judgment by a court of competent jurisdiction by final and non-appealable judgment binding on such Indemnitee to have resulted from the transactions referred gross negligence, bad faith or willful misconduct of such Indemnitee. In addition to hereinall other Obligations, the obligations and liabilities described in this Section 15.3 shall (a) constitute Obligations; (b) be in addition to, and cumulative with, any other indemnification provisions set forth elsewhere in this Agreement or any other Loan Document; (c) be secured by the Collateral; (d) be due and payable by Credit Parties promptly following written demand therefor; (e) be chargeable against Borrowers’ in the manner set forth in Section 4.1(b) (provided, however, that Administrative Agent shall have no obligation to charge such amounts in such manner); and (f) survive termination of this Agreement and the other Loan Documents. Capitalized terms used but not defined herein In addition to the foregoing, Administrative Agent shall have the meanings ascribed right at any time or from time to such terms time while any Event of Default is continuing, to require that the obligations and liabilities described in the Restructuring Support Agreement (the “RSA”) to which this Term Sheet is attached as Exhibit E. The CVRs and CVR Agreement and Warrants and Warrant Agreement will Section 15.3 be consistent with this Term Sheet and the RSA and otherwise be in form and substance acceptable to the Company Parties and the Required Consenting Stakeholders. The CVRs and Warrants will be issued and distributed pursuant to the PlanCash Collateralized.