Common use of Indemnity Clause in Contracts

Indemnity. You agree (a) to indemnify and hold harmless the Lenders and their respective affiliates and their respective officers, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified persons.

Indemnity. You agree (a) Debtor hereby indemnifies and agrees to indemnify and hold harmless the Lenders Lender, and their respective affiliates and their respective its officers, directors, employees, advisors, agents and agents representatives (each, each an “indemnified personIndemnified Person”) from and against any and all lossesliabilities, obligations, claims, losses, damages, liabilities and related penalties, actions, judgments, suits, costs, expenses to or disbursements of any kind or nature (collectively, the “Claims”) which may be imposed on, incurred by, or asserted against, any such indemnified person may become subject Indemnified Person arising out of or in connection with this Commitment Letterthe Loan Documents, the FacilityIndebtedness or the Collateral (including without limitation, the use enforcement of the proceeds thereof, or Loan Documents and the defense of any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred Indemnified Person’s actions and/or inactions in connection with investigating the Loan Documents). WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or defending any of third party ever alleges such gross negligence or willful misconduct by any Indemnified Person, the foregoingindemnification provided for in this Section shall nonetheless be paid upon demand, provided that the foregoing indemnity will notsubject to later adjustment or reimbursement, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of until such time as: (a) a court of competent jurisdiction enters a final judgment as to arise or result from the willful misconduct or extent and effect of the alleged gross negligence of such indemnified person and or willful misconduct; or (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred Lender expressly agrees in connection writing with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree Debtor that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder such Claim is proximately caused by such indemnified person unless (a) such settlement includes Indemnified Person’s gross negligence or willful misconduct. The indemnification provided for in this Section shall survive the termination of this Agreement and shall extend and continue to benefit each individual or entity that is or has at any time been an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsIndemnified Person hereunder.

Indemnity. You agree (a) to To the extent permitted by law, the Company shall indemnify and hold harmless the Lenders and their respective affiliates and their respective each Holder, its directors, officers, directors, employees, advisorsemployees and agents, and agents (eacheach person controlling such Holder within the meaning of Section 15 of the Securities Act, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses with respect to which any such indemnified person may become registration that has been effected pursuant to this Agreement, against all claims, losses, damages and liabilities (or action in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened (subject to Section 6.6(c) below), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement, prospectus, any amendment or supplement thereof, or other document incident to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, or any violation by the Company of any rule or regulation promulgated by the Securities Act applicable to the Company and relating to any action or inaction required of the Company in connection with this Commitment Letterany such registration, the Facility, the use of the proceeds thereof, qualification or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other personcompliance, and to will reimburse each indemnified Holder and each person upon demand controlling such Holder, for any reasonable legal or and other out-of-pocket expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action as incurred; provided that the Company will not be liable in any such case to the extent that any untrue statement or omission or allegation thereof is made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder for use in preparation of such Registration Statement, prospectus, amendment or supplement; provided further that the foregoingCompany will not be liable in any such case where the claim, provided loss, damage or liability arises out of or is related to the failure of such Holder to comply with the covenants and agreements contained in this Agreement respecting sales of Registrable Securities, and except that the foregoing indemnity will notagreement is subject to the condition that, insofar as it relates to any indemnified such untrue statement or alleged untrue statement or omission or alleged omission made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the Registration Statement becomes effective or in the amended prospectus filed with the SEC pursuant to Rule 424(b) or in the prospectus subject to completion under Rule 434 of the Securities Act, which together meet the requirements of Section 10(a) of the Securities Act (the “Final Prospectus”), such indemnity shall not inure to the benefit of any such Holder or any such controlling person, apply if a copy of the Final Prospectus furnished by the Company to the Holder for delivery was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act and the Final Prospectus would have cured the defect giving rise to such loss, liability, claim or damage. (b) Each Holder will severally, and not jointly, indemnify the Company, each of its directors, officers, employees and agents, and each person who controls the Company within the meaning of Section 15 of the Securities Act, against all claims, losses, claimsdamages and liabilities (or actions in respect thereof), damagesincluding any of the foregoing incurred in settlement of any litigation, liabilities commenced or related threatened (subject to Section 6.6(c) below), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement, prospectus, or any amendment or supplement thereof, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, and will reimburse the Company, such directors and officers, and each person controlling the Company for reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action as incurred, in each case to the extent, but only to the extent, that such untrue statement or omission or allegation thereof is made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holder for use in preparation of the Registration Statement, prospectus, amendment or supplement; provided that the indemnity shall not apply to the extent they are found that such claim, loss, damage or liability results from the fact that a current copy of the prospectus was not made available to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act and the Final Prospectus would have cured the defect giving rise to such loss, claim, damage or liability. Notwithstanding the foregoing, a finalHolder’s aggregate liability pursuant to this subsection (b) shall be limited to the net amount received by the Holder from the sale of the Registrable Securities giving rise to such claims, non-appealable losses, damages and liabilities (and actions in respect thereof). (c) Each party entitled to indemnification under this Section 6.6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such Indemnified Party’s expense; provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, unless such failure is materially prejudicial to the Indemnifying Party in defending such claim or litigation. An Indemnifying Party shall not be liable for any settlement of an action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No Indemnifying Party, in its defense of any such claim or litigation, shall, except with the consent (such consent not to be unreasonably withheld or delayed) of the Indemnified Party consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. After notice by the Indemnifying Person to such Indemnified Person of the Indemnifying Person’s election to assume the defense of any claim or litigation, the Indemnifying Person shall not be liable to such Indemnified Person for any legal expenses subsequently incurred by such Indemnified Person in connection with the defense thereof. (d) If the indemnification provided for in this Section 6.6 is held by a court of competent jurisdiction to arise be unavailable to an Indemnified Party or is insufficient to hold such Indemnified Party harmless with respect to any loss, liability, claim, damage or expense referred to therein, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result from the willful misconduct or gross negligence of such indemnified person loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and (b) to reimburse of the Lenders and their affiliates Indemnified Party on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred the other in connection with the Facility statements or omissions which resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and any related documentation (including this Commitment Letterof the Indemnified Party shall be determined by reference to, among other things, whether the Term Sheet, untrue or alleged untrue statement of a material fact or the Fee Letter, omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the definitive documentation relating parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, a Holder’s aggregate liability pursuant to this subsection (d) shall be limited to the Facility) or net amount received by the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person shall be liable for any damages arising Holder from the use by others sale of Information Registrable Securities giving rise to such loss, liability, claim, damage or expense (or actions in respect thereof) less all other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive amounts paid as damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsthereto.

Indemnity. You agree (a) Seller hereby agrees to indemnify Purchaser, Purchaser’s designee, Purchaser’s Affiliates and hold harmless the Lenders and their respective affiliates and their respective each of its officers, directors, employees, advisors, employees and agents (each, an “indemnified personIndemnified Parties”) from and against any and all liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, taxes (including stamp, excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Purchased Assets, Purchased Items or Collateral or in connection with any of the transactions contemplated by this Agreement and related the documents delivered in connection herewith, other than income, withholding or other taxes imposed upon Purchaser), fees, costs, expenses to which (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such indemnified person may become subject time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way whatsoever arising out of or in connection with with, or relating to, or as a result of, this Commitment LetterAgreement or any Transactions hereunder, the Facilityother Transaction Documents, the use an Event of the proceeds thereof, Default with respect to Seller or any related transaction action taken or omitted to be taken by any actual Indemnified Party under or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, ; provided that Seller shall not be liable for Indemnified Amounts resulting from the foregoing indemnity gross negligence illegal acts, fraud or willful misconduct of any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Purchaser harmless from and indemnify Purchaser against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than Purchaser’s gross negligence or willful misconduct. In any suit, proceeding or action brought by Purchaser in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will notsave, as to indemnify and hold Purchaser harmless from and against all expense (including attorneys’ fees), loss or damage suffered by reason of any indemnified persondefense, apply to lossesset-off, claimscounterclaim, damagesrecoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, liabilities or related expenses to the extent they are found by a final, non-appealable judgment arising out of a court breach by Seller of competent jurisdiction any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to arise or result from the willful misconduct or gross negligence in favor of such indemnified person and (b) account debtor or obligor or its successors from Seller. Seller also agrees to reimburse the Lenders Purchaser as and their affiliates on demand when billed by Purchaser for all Purchaser’s reasonable costs and out-of-pocket expenses incurred in connection with Purchaser’s due diligence reviews with respect to the Purchased Assets (including including, without limitation, those incurred pursuant to Article 26 and in connection with the approving the Eligible Assets (including, without limitation, all due diligence expenses, consultant's even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the enforcement or the preservation of Purchaser’s rights under this Agreement, any Transaction Documents or Transaction contemplated hereby, including without limitation the reasonable fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of its counsel) incurred in connection with . Seller hereby acknowledges that the Facility and any related documentation (including obligation of Seller hereunder is a recourse obligation of Seller. If an Indemnified Party claims indemnification under this Commitment LetterAgreement, the Term SheetIndemnified Party shall promptly notify Seller of such indemnification claim. After notice by any Indemnified Party, Seller shall defend such Indemnified Party against such indemnification claim (if requested by any Indemnified Party, in the Fee Lettername of the Indemnified Party) by attorneys and other professionals approved, and in writing, by the definitive documentation relating to the Facility) or the administrationIndemnified Party, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent approval shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, effect any settlement Indemnified Party may, in its sole discretion and at the expense of Seller, engage its own attorneys and other professionals to defend or assist it if such Indemnified Party determines that the defense as conducted by Seller is not proceeding or being diligently conducted in a commercially reasonable manner or that a conflict of interest exists between any pending of the parties represented by Seller’s counsel in such action or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsproceeding.

Indemnity. You agree (ai) The Mortgagor agrees to indemnify indemnify, pay and hold harmless the Lenders Mortgagee and their respective affiliates each of the other Secured Parties and their respective the officers, directors, employees, advisorsagents and Affiliates of the Mortgagee and each of the other Secured Parties (collectively, and agents (each, an the “indemnified personIndemnitees”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damagescosts (including, liabilities without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and related expenses to which any disbursements of counsel for such indemnified person may become subject arising out of or Indemnitees in connection with this Commitment Letterany investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against that Indemnitee, in any manner relating to or arising out hereof, the FacilityIndenture, the use of the proceeds thereofNotes, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors other Security Document or any other persondocument evidencing the Secured Obligations (including, and to reimburse each indemnified person upon demand for without limitation, any legal misrepresentation by the Mortgagor in this Mortgage, the Indenture, the Notes, any other Security Document or any other expenses incurred in connection with investigating or defending any of document evidencing the foregoingSecured Obligations (the “Indemnified Liabilities”); provided, provided however, that the foregoing indemnity will not, as Mortgagor shall have no obligation to any indemnified person, apply an Indemnitee hereunder with respect to losses, claims, damages, liabilities or related expenses to the extent they are found Indemnified Liabilities if it has been determined by a final, non-appealable judgment final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction to arise or result that such Indemnified Liabilities arose from the negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letterpublic policy, the Term Sheet, Mortgagor shall contribute the Fee Letter, maximum portion which it is permitted to pay and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by satisfy under applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without payment and satisfaction of all Indemnified Liabilities incurred by the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, Indemnitees or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsthem.

Indemnity. You agree (a) The Company agrees to indemnify each Noteholder, and hold harmless the Lenders and their respective affiliates and their respective officersits shareholders, partners, directors, officers, employees, advisors, Affiliates and agents (eachcollectively, an “indemnified person”"Indemnified Persons") from against, and against agree to hold each such Indemnified Person harmless from, any and all losses, claims, damagesdamages and liabilities, liabilities including direct or derivative claims brought by any stockholder or former stockholder of the Company and related expenses to which any expenses, including reasonable counsel fees and expenses, incurred by such indemnified person may become subject Indemnified Person arising out of, in any way connected with, or as a result of (i) the consummation of the transactions contemplated by this Agreement or in connection with this Commitment Letterthe New Subordinated Notes or, the Facility, (ii) the use of any of the proceeds thereofof the New Subordinated Notes by the Company or the consummation of the transactions contemplated by this Agreement, (iii) the performance by the parties hereto of their respective obligations hereunder or (iv) any related transaction or any actual or prospective claim, litigation, investigation, arbitration investigation or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (eachforegoing, a “Proceeding”), regardless of whether or nor any indemnified Noteholder or any such person is a party thereto or whether thereto; provided, however, that such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as shall not apply to any indemnified person, apply to such losses, claims, damages, liabilities or related expenses to the extent they are found finally determined by a final, non-appealable judgment of a court of competent jurisdiction to arise or result have arisen from the gross negligence or willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expensesIndemnified Person; provided further, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letterhowever, the Term Sheetindemnity set forth in this Article shall not apply to losses, claims, damages or liabilities relating to (i) the payment or withholding of Taxes or (ii) the actual or alleged failure by the Company to make any payment on the New Subordinated Notes, whether of interest or principal or at maturity or otherwise or any other breach by the Company of any representation, warranty or covenant under this Agreement, the Fee LetterRegistration Rights Agreement, and the definitive documentation relating to Warrant Agreement, the Facility) Warrant Registration Rights Agreement or the administrationNew Subordinated Notes. If any litigation or proceeding is brought against any Indemnified Person in respect of which indemnity may be sought against the Company pursuant to this Article, amendmentsuch Indemnified Person shall promptly notify the Company in writing of the commencement of such litigation or proceeding, modification but the omission so to notify the Company shall not relieve the Company, from any other obligation or waiver thereofliability which it may have to any Indemnified Person otherwise than under this Article XII unless the Company is materially prejudiced thereby. You also agree that no indemnified person shall have In case any liability to you for any special, indirect, consequential such litigation or punitive damages. No indemnified person proceeding 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims brought against any indemnified person with respect Indemnified Person and such Indemnified Person shall notify the Company of the commencement of such litigation or proceedings, the Company shall be entitled to participate in such proceedings, and, after written notice to such Indemnified Person, will have the foregoing. You shall not, right to assume control of any litigation for which indemnification is sought and no settlement of any claim may be agreed to without the prior written consent of an indemnified person (which consent the Company. However, any Indemnified Person shall not have the right to hire its own counsel for any reason; provided, however, that the fees and expenses of such counsel shall be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person at the Indemnified Person's own expense unless (a) the Company has agreed to pay such settlement includes an unconditional release of fees and expenses or (b) the Company shall have failed properly to assume the defense in such indemnified person in form action or proceeding and substance employ counsel reasonably satisfactory to such indemnified person Indemnified Person in any such action or proceeding or (c) either (x) the named parties to such action or proceeding include such Indemnified Person and the Company or such Indemnified Person shall have been advised in writing by counsel reasonably satisfactory to the Company that there may be one or more legal defenses available to such Indemnified Person which are different from all liability on claims or in addition to those available to the Company or (y) such Indemnified Person concludes that are 34 41 taking into account the subject matter position of such Proceedings Indemnified Person (or any Affiliate) as a lender to the Company such Indemnified Person reasonably believes that it is advisable for such Indemnified Person to employ separate counsel on its behalf, recognizing that in such case the Company and its counsel shall remain primarily responsible for the overall strategic control and direction of such action or proceeding. In any case referred to in (b) does or (c) above, if such Indemnified Person notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not include have the right to assume the defense of such action or proceeding on behalf of such Indemnified Person, it being understood, however, that the Company shall not in connection with any statement as toone such action or proceeding, or separate but substantially similar proceedings or related actions or proceedings arising out of the same general allegations or circumstances be liable for the fees and expenses of more than one separate firm of attorneys, together with appropriate local counsel (but not more than one separate fin of attorneys per state), at a time for all Indemnified Persons. The foregoing indemnity shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated by this Agreement, the repayment of any admission ofof the New Subordinated Notes, faultthe invalidity or unenforceability of any term or provision of this Agreement, culpability or a failure to act the New Subordinated Notes any investigation made by or on behalf of any indemnified person Indemnified Person or the Company and the content or accuracy of any injunctive relief representation or other non-monetary remedywarranty made under this Agreement. You acknowledge that any failure All amounts due under this Article XII shall be payable as incurred upon written demand therefor. The provisions of this Article XII shall not apply to comply with your obligations matters arising under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsRegistration Rights Agreement.

Indemnity. You agree (a) 1. In connection with the Company’s engagement of Xxxxxxxxxx hereunder, the Company hereby agrees to indemnify and hold harmless Xxxxxxxxxx and its affiliates, and the Lenders and their respective affiliates and their respective officerscontrolling persons, directors, employeesofficers, advisorsmembers, shareholders, agents and agents employees of any of the foregoing (eachcollectively the “Indemnified Persons”), an “indemnified person”) from and against any and all lossesclaims, claimsactions, suits, proceedings (including those of shareholders), damages, liabilities and related expenses to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to incurred by any of the foregoing them (including in relation to enforcing the terms reasonable fees and expenses of this paragraph) counsel), as incurred (each, collectively a “ProceedingClaim”), regardless that are (A) related to or arise out of whether (i) any indemnified person is a party thereto actions taken or whether such Proceedings are brought by you, your equity holders, affiliates, creditors omitted to be taken (including any untrue statements made or any other personstatements omitted to be made) by the Company, and or (ii) any actions taken or omitted to reimburse each indemnified person upon demand for be taken by any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred Indemnified Person in connection with the Facility and any related documentation Company’s engagement of Xxxxxxxxxx, or (including this Commitment Letter, B) otherwise relate to or arise out of Xxxxxxxxxx’x activities on the Term Sheet, the Fee LetterCompany’s behalf under Xxxxxxxxxx’x engagement, and the definitive documentation relating Company shall reimburse any Indemnified Person for all expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim (including any related expenses incurred by an Indemnified Person) that is finally judicially determined to have resulted from the gross negligence or willful misconduct of any such Indemnified Person for such Claim (and, to the Facility) or extent that the administrationCompany has made any payments to an Indemnified Person under this Paragraph F with respect to any such Claim, amendmentsuch Indemnified Person shall, modification or waiver thereofand Xxxxxxxxxx shall cause such Indemnified Person to, promptly return any such payments to the Company following such final judicial determination). You also agree The Company further agrees that no indemnified person Indemnified Person shall have any liability to you the Company for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility Company’s engagement of Xxxxxxxxxx except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoingwillful misconduct. 2. You shall The Company further agrees that it will not, without the prior written consent of Wainwright, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an indemnified person actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim. No Indemnified Person may, without the prior written consent of the Company, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (which such consent shall not be unreasonably withhelddelayed, conditioned withheld or delayedconditioned). 3. Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company is requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel for such Indemnified Person and the payment of the fees and expenses of such counsel, provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person and provided further that if the legal counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available to the Company, such Indemnified Person may employ its own separate counsel (including local counsel, if necessary) to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. If such Indemnified Person does not request that the Company assume the defense of such Claim, such Indemnified Person may employ its own separate counsel (including local counsel, if necessary) to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Person shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof. Notwithstanding anything herein to the contrary, it is agreed that the Company shall not, in connection with any proceeding or related proceedings, be liable for the fees and expenses of more than one separate firm for all Indemnified Persons (including local counsel, if necessary). In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense. 4. The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not Xxxxxxxxxx is the Indemnified Person), effect any settlement the Company and Xxxxxxxxxx shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and Xxxxxxxxxx on the other, in connection with Xxxxxxxxxx’x engagement referred to above, subject to the limitation that in no event shall the amount of any pending or threatened Proceedings Xxxxxxxxxx’x contribution to such Claim exceed the amount of fees actually received by Xxxxxxxxxx from the Company pursuant to Xxxxxxxxxx’x engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and Xxxxxxxxxx on the other, with respect to Xxxxxxxxxx’x engagement shall be deemed to be in respect of which indemnity could have been sought hereunder by such indemnified person unless the same proportion as (a) the total value paid or proposed to be paid or received by the Company pursuant to the applicable Offering (whether or not consummated) for which Xxxxxxxxxx is engaged to render services bears to (b) the fee paid or proposed to be paid to Xxxxxxxxxx in connection with such settlement includes an unconditional release of such indemnified person engagement. 5. The Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in form addition to, and substance reasonably satisfactory to such indemnified person from all liability on claims shall in no way limit or otherwise adversely affect any rights that are the subject matter of such Proceedings any Indemnified Person may have at law or at equity and (b) does shall be effective whether or not include the Company is at fault in any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsway.

Indemnity. You agree (a) WEST and the Subsidiaries do hereby assume liability for, and do hereby agree to indemnify indemnify, reimburse and hold harmless on an After-Tax Basis, the Lenders and their respective affiliates and their respective officers, directors, employees, advisors, and agents (each, an “indemnified person”) Servicer from and against any and all lossesLosses, claimsto the extent that the Losses exceed recoveries under insurance policies maintained by WEST or the Servicer, damagesthat arise (A) as a result of the Servicer’s performance of any of its obligations as Servicer, liabilities and related expenses (B) as a result of any action which the Servicer is requested to take or requested to refrain from taking by WEST; provided that such indemnity shall not extend to (i) any Loss which arises as a result of the willful misconduct, negligence or fraud of the Servicer, (ii) any Loss which results from a material breach by the Servicer of the express terms and conditions of this Agreement, (iii) any Loss arising as a result of any material misstatement or omissions in any public filing or offering memorandum relating to written information on the Engines and the Servicer provided by the Servicer for disclosure in such indemnified person public filing or offering memorandum, (iv) any Loss arising from the violation by Servicer of the Standards of Liability, (v) any Tax imposed on net income by the revenue authorities of the United States or the State of California in respect of any payment by WEST or any Subsidiary to the Servicer due to the performance of the Services, or (vi) any Taxes imposed on net income of the Servicer by any Government Authority other than the revenue authorities of the United States or the State of California to the extent such Taxes would not have been imposed in the absence of any connection of the Servicer with such jurisdiction imposing such Taxes other than any connection that results from the performance by the Servicer of its obligations under this Agreement. (b) WEST and the Subsidiaries acknowledge and agree that amounts payable to or for the benefit of the Servicer under Section 11.01 shall constitute Operating Expenses. (c) The Servicer agrees to give WEST prompt notice of any action, claim, demand, discovery of fact, proceeding or suit for which the Servicer intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect the Servicer’s entitlement to indemnification under this Section 11.01 unless and only to the extent such failure results in actual material prejudice to any of WEST or the Subsidiaries with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted. (d) For the avoidance of doubt, all payments owed to the Servicer pursuant to this Article 11 shall be paid from amounts available therefor under Section 3.13 of the Indenture and any recoveries pursuant to insurance policies maintained by WEST or the Servicer in respect of such amounts (after payment of such amounts to the Servicer) shall be deposited in the Collections Account. (e) The Servicer does hereby assume liability for, and does hereby agree to indemnify, reimburse and hold harmless on an After-Tax Basis, WEST and its Subsidiaries from any and all Losses, to the extent that the Losses exceed recoveries under insurance policies maintained by WEST or the Servicer, that arise (A) as a result of the willful misconduct, negligence or fraud of the Servicer, (B) any Loss which results from a material breach by the Servicer of the express terms and conditions of this Agreement, (C) any Loss arising as a result of any material misstatement or omissions in any public filing or offering memorandum relating to written information on the Engines and the Servicer provided by the Servicer for disclosure in such public filing or offering memorandum, (D) any Loss arising from the violation by Servicer of the Standards of Liability; provided that, notwithstanding anything to the contrary contained in this Agreement, the maximum amount of indemnifiable Losses which may become subject be recovered from the Servicer arising out of or resulting from the causes enumerated in connection with this Commitment Letter, Section 11.01(e) shall be an amount equal to the Facility, the use sum of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of Servicing Fees actually received by the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsServicer.

Indemnity. You agree (a) to Each Credit Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of the Agents, Lenders and their respective affiliates Affiliates, and their each such Person's respective officers, directors, employees, advisorsattorneys, agents and agents representatives (each, an “indemnified person”) "Indemnified Person"), from and against any and all lossessuits, actions, proceedings, claims, damages, losses, liabilities and related expenses to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all reasonable out-of-pocket expenses (including due diligence expenses, consultant's attorneys' fees and expenses (if any)disbursements and other costs of investigation or defense, travel expensesincluding those incurred upon any appeal) which may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and reasonable feesin connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, charges including any and disbursements all Environmental Liabilities and legal costs and expenses arising out of counsel) or incurred in connection with disputes between or among any parties to any of the Facility and Loan Documents (unless such dispute is among any related documentation (including this Commitment Letter, of the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) parties hereto other than Credit Parties or the administrationCredit Parties prevail in such dispute) (collectively, amendment, modification or waiver thereof. You also agree "Indemnified Liabilities"); provided that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person such Credit 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, including indemnification to an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, Indemnified Person to the extent permitted that any such suit, action, proceeding, claim, damage, loss, liability or expense results solely from that Indemnified Person's gross negligence or willful misconduct, as finally determined by applicable law, a court of competent jurisdiction. No Indemnified Person shall enter into any compromise or settlement in any action as to not assert any claims against any indemnified person with respect which such Indemnified Person intends to the foregoing. You shall not, seek indemnification hereunder without the prior written consent of an indemnified person (the Credit Party from whom indemnification hereunder is sought, which consent shall not be unreasonably withheld, conditioned withheld or delayed). NO PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) does not To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or is the result of acceleration, by operation of law or otherwise); (ii) any Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Loan; (iii) any Borrower shall default in making any borrowing of, conversion into or continuation of LIBOR Loans after Borrower Representative has given notice requesting the same in accordance herewith; or (iv) any Borrower shall fail to make any prepayment of a LIBOR Loan after Borrower Representative has given a notice thereof in accordance herewith, Borrowers shall jointly and severally indemnify and hold harmless each Lender from and against all losses, costs and expenses resulting from or arising from any of the foregoing. Such indemnification shall include any statement loss (including loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained. For the purpose of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the amount of that LIBOR Loan and having a maturity comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its LIBOR Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder. As promptly as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations practicable under the preceding sentence may cause irreparable harm circumstances, each Lender shall provide Borrower Representative with its written calculation of all amounts payable pursuant to this Section 1.13(b), and such calculation shall be binding on the Lenders and parties hereto unless Borrower Representative shall object in writing within ten (10) Business Days of receipt thereof, specifying the other indemnified personsbasis for such objection in detail.

Indemnity. You agree The Borrower shall indemnify the Joint Lead Arrangers and each Secured Party, as well as each Related Party and each assignee of any of the foregoing Persons (aeach such Person and each such assignee being called an “Indemnitee”) to indemnify against, and hold each Indemnitee harmless the Lenders and their respective affiliates and their respective officersfrom, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind and related all reasonable out-of-pocket expenses and all applicable Taxes (other than Excluded Taxes) to which any such indemnified person Indemnitee may become subject arising out of resulting from or in connection with this Commitment Letter(a) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the Facilityperformance by the parties thereto of their respective obligations thereunder, and the consummation of the Transactions or any other transactions thereunder, (b) any Loan or Letter of Credit or any actual or proposed use of the proceeds thereoftherefrom, including, subject to the terms of this Agreement, any refusal by an LC Issuer to honour a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by an Obligor, or any Environmental Liability related transaction or in any way to an Obligor, (d) any actual or prospective third party claim, litigation, investigation, arbitration investigation or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (eachforegoing, a “Proceeding”)whether based on contract, tort or any other theory and regardless of whether any indemnified person Indemnitee is a party thereto thereto, or whether such Proceedings are brought by you(e) the enforcement of any Indemnitee’s rights hereunder and any related assessment, your equity holdersinvestigation, affiliatesdefence, creditors or any other personpreparation of defence, litigation and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, enquiries; provided that the foregoing such indemnity will shall not, as to any indemnified personIndemnitee, apply be available to the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found determined by a final, non-appealable judgment of a court of competent jurisdiction by final and non-appealable judgment to arise or result have resulted from the willful misconduct or gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or wilful misconduct of, or material breach of this Agreement, any other Loan Document or any other document, waiver or consent delivered in connection therewith by, such indemnified person and (b) Indemnitee. The Borrower will have the right, at its expense, to reimburse assume the Lenders and their affiliates on demand for all out-of-pocket expenses defence of any third party claim, litigation, investigation or proceeding relating to the foregoing (including due diligence expensessettlement on terms approved by the Borrower and Required Lenders, consultant's acting reasonably). Any Indemnitee shall have the right to counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (if any), travel expenses, i) the Borrower has failed promptly to assume the defence and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating employ counsel satisfactory to the FacilityAdministrative Agent, acting reasonably, or (ii) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person such Indemnitee shall have any liability to you for any special, indirect, consequential been advised by counsel that there exist actual or punitive damages. No indemnified person shall be liable for any damages arising from potential conflicting interests between the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, Borrower and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified persons.Indemnitee;

Indemnity. You agree (a) to indemnify The Company shall indemnify, defend and hold harmless the Lenders and Bank Agent, the Bank Lenders, the FF&E Agent, the FF&E Lenders, the Indenture Trustee, the Second Mortgage Notes Holders, the Insurance Advisor, the Construction Consultant, the Controlling Person, the Disbursement Agent, the Collateral Agent, each of their respective affiliates and each of their respective officers, directors, employeespartners, trustees, employers, affiliates, shareholders, advisors, agents, attorneys, attorneys-in-fact, representatives and agents "controlling persons" (eachwithin the meaning of the Securities Act of 1933, an “indemnified person”as amended, and the Securities Exchange Act of 1934, as amended), (collectively, the "Indemnitees") from and against and reimburse the Indemnitees for any and all present and future claims, expenses, obligations, liabilities, losses, claims, damages, liabilities injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and related expenses (including any legal or other expenses reasonably incurred by them in connection with the investigating, preparing to which defend or defending, or providing evidence in or preparing to serve or serving as witness with respect to, any lawsuits, investigations, claims or other proceedings (whether or not such Indemnitee is a formal party thereto) of whatever kind or nature, whether or not well founded, meritorious or unmeritorious, demanded, asserted or claimed against any such indemnified person may become subject Indemnitee including any liability resulting from any delay or omission to pay any such tax (collectively, "Claims") arising in any manner out of or in connection with this Commitment LetterAgreement, the FacilityFinancing Documents or any other Operative Documents, the use of proceeds therefrom, the proceeds thereofdevelopment, construction, ownership and operation of the Project the transactions contemplated by this Agreement or any other Operative Document, any other transaction related transaction hereto or thereto of any actual or prospective claim, litigation, investigation, arbitration investigation or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person Indemnitee is a party thereto hereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or thereto) including without limitation (a) any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred Claims arising in connection with the Facility release or presence of any Hazardous Substances at the Site or the Project, whether foreseeable or unforeseeable, including all costs of removal and any related documentation disposal of such Hazardous Substances, all reasonable costs required to be incurred in (including this Commitment Letteri) determining whether the Project is in compliance and (ii) causing the Project to be in compliance, the Term Sheetwith all applicable Legal Requirements, the Fee Letterall reasonable costs associated with claims for damages to persons or property, and reasonable attorneys' and consultants' fees and court costs, (b) any and all Claims arising out of or based upon any untrue statement or alleged untrue statement of material fact contained in any preliminary or final prospectus or any other similar disclosure document or in any amendment or supplement thereto, any omission or alleged omission to state in any preliminary or final prospectus or any other similar disclosure document or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the definitive documentation statements therein not misleading or (c) any and all Claims arising in any matter out of, relating to or in connection with any conduct by any Loan Party or their respective employees or agents or any action or failure to act undertaken by any book-running manager under the Facility) Facility Agreements at any Loan Party's request or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have with any liability to you for any special, indirect, consequential or punitive damagesLoan Party's consent. No indemnified person Indemnitee shall be liable for any damages arising from the use by others unauthorized Persons of Information information or other materials obtained sent through electronic, telecommunications telecommunication or other information transmission systems, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims systems that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act intercepted by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsPersons.

Indemnity. You agree (a) to Whether or not the transactions contemplated hereby are consummated, the Parent, PLIC and PXP shall indemnify and hold harmless the Lenders Agent-Related Persons, and their respective affiliates each Bank and their each of its respective officers, directors, employees, advisorscounsel, agents and agents attorneys-in-fact (each, an “indemnified person”"Indemnified Person") harmless from and against any and all liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, charges, expenses and related expenses to disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of the Administrative Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such indemnified person may become subject Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Commitment Letter, Agreement or the Facility, Loans or the use of the proceeds thereof, whether or not any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person Indemnified Person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of (all the foregoing, provided collectively, the "Indemnified Liabilities"); provided, that the foregoing indemnity will notParent, as PLIC and PXP shall have no obligation hereunder to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person Indemnified Person with respect to Indemnified Liabilities resulting solely from the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned gross negligence or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release willful misconduct of such indemnified person Indemnified Person; and provided, further, that the Indemnified Persons shall, at the request of the Parent, PLIC and PXP only use one counsel among them unless any such Indemnified Person determines in form and substance reasonably satisfactory to such indemnified person its sole discretion that its interests may differ from any other Indemnified Person. The agreements in this Section shall survive payment of all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsObligations.

Indemnity. You agree (a) to The Borrower shall indemnify each Credit Party and each Related Party thereof (each such Person being called an “Indemnified Person”) against, and hold each Indemnified Person harmless the Lenders and their respective affiliates and their respective officersfrom, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses to which expenses, including the reasonable fees, charges and disbursements of any such indemnified person may become subject counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of or of, in connection with this Commitment Letterwith, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the Facilityperformance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related transaction in any way to the Borrower or any of the Subsidiaries or (iv) any actual or prospective claim, litigation, investigation, arbitration investigation or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (eachforegoing, a “Proceeding”)whether based on contract, tort or any other theory and regardless of whether any indemnified person Indemnified Person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoingthereto, provided that the foregoing such indemnity will shall not, as to any indemnified personIndemnified Person, apply be available to the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found determined by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to arise or result have resulted primarily from the gross negligence or willful misconduct or gross negligence of such indemnified person Indemnified Person. Notwithstanding the above, the Borrower shall have no liability under clause (i) of this Section 11.10 to indemnify or hold harmless any Indemnified Person for any losses, claims, damages, liabilities and related expenses relating to income or withholding taxes or any tax in lieu of such taxes. (b) To the extent that the Borrower fails to reimburse promptly pay any amount required to be paid by it to the Administrative Agent under subsection (a) of this Section 11.10, each Lender severally agrees to pay to the Administrative Agent an amount equal to the product of such unpaid amount multiplied by (i) at any time when no Loans are outstanding, its Commitment Percentage, or if no Commitments then exist, its Commitment Percentage on the last day on which Commitments did exist, and (ii) at any time when Loans are outstanding (x) if the Commitments then exist, its Commitment Percentage or (y) if the Commitments have been terminated or otherwise no longer exist, the percentage equal to the fraction, (A) the numerator of which is the sum of such Lender’s Credit Exposure and (B) the denominator of which is the sum of the Aggregate Credit Exposure (in each case determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent in its capacity as such. (c) The obligations of the Borrower and the Lenders under this Section 11.10 shall survive the termination of the Commitments and their affiliates on demand for the payment of the Loans and the Notes and all out-of-pocket expenses other amounts payable under the Loan Documents. (including due diligence expensesd) To the extent permitted by applicable law, consultant's fees and expenses (if any), travel expensesthe Borrower shall not assert, and reasonable feeshereby waives, charges and disbursements any claim against any Indemnified Person, on any theory of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letterliability, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages (as opposed to direct and actual damages) arising out of, in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as towith, or any admission as a result of, fault, culpability or a failure to act by or on behalf of any indemnified person Loan Document or any injunctive relief agreement, instrument or other non-monetary remedy. You acknowledge that document contemplated thereby, the transactions contemplated hereby or any failure to comply with your obligations under Loan or any Letter of Credit or the preceding sentence may cause irreparable harm to use of the Lenders and the other indemnified personsproceeds thereof.

Indemnity. You agree (a) Company agrees to indemnify and hold harmless the Lenders each Investor, and their its respective affiliates and their respective directors, managers, officers, directorsshareholders, members, partners, affiliates, employees, advisors, attorneys and agents (each, an “indemnified personIndemnified Person”) ), harmless from and against any and all lossessuits, actions, proceedings, claims, damages, losses, liabilities and related expenses to of any kind or nature whatsoever (including attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such indemnified person may become subject Indemnified Person as the result of their investment in the Shares and Warrants under this Agreement or with respect to any breach (or alleged breach) of any representation, warranty or covenant of the Company contained in this Agreement or with respect to the execution, delivery, enforcement, performance and administration of, or in any other way arising out of or in connection relating to, this Agreement or transactions contemplated by or referred to herein and any actions or failures to act with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating respect to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses except to the extent they are found that any such indemnified liability is finally determined by a final, non-appealable judgment of a court of competent jurisdiction to arise or result have resulted from the willful misconduct or such Indemnified Person’s gross negligence of such indemnified person and (b) to or willful misconduct. The Company shall reimburse the Lenders and their affiliates each Investor for amounts provided for herein on demand for all out-of-pocket as such expenses (including due diligence expensesare incurred. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO THE COMPANY OR TO ANY OTHER PARTY OR TO ANY SUCCESSOR, consultant's fees and expenses (if any)ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, travel expensesFOR INDIRECT, and reasonable feesPUNITIVE, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment LetterEXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF THEIR INVESTMENT IN THE SHARES AND WARRANTS UNDER THIS AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER. THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY INDEMNIFIED PERSON OR TO ANY OTHER PARTY OR TO ANY SUCCESSOR, the Term SheetASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, the Fee LetterFOR INDIRECT, and the definitive documentation relating to the Facility) or the administrationPUNITIVE, amendmentEXEMPLARY, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsCONSEQUENTIAL OR SPECIAL DAMAGES WHETHER OR NOT SUCH DAMAGES WERE REASONABLY FORESEEABLE.

Indemnity. You agree (a) to Whether or not the transactions contemplated hereby are consummated, each of the Borrower Parties shall indemnify and hold harmless the Lenders Administrative Agent, the other Agents and their respective affiliates each Lender and each of their respective officers, directors, employees, advisorscounsel, agents and agents attorneys-in-fact (each, an “indemnified personIndemnified Person”) harmless from and against any and all liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, charges, expenses and related expenses to disbursements (including reasonable attorney’s fees and expenses) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loan and the termination, resignation or replacement of the Administrative Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such indemnified person may become subject Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any insolvency proceeding or appellate proceeding) related to or arising out of this Commitment Letter, Agreement or the Facility, Loan or the use of the proceeds thereof, whether or not any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person Indemnified Person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of (all the foregoing, provided collectively, the “Indemnified Liabilities”); provided, however, that the foregoing indemnity will not, as Borrower Parties shall have no obligation hereunder to any indemnified person, apply Indemnified Person with respect to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result Indemnified Liabilities resulting solely from the gross negligence or willful misconduct or gross negligence of such indemnified person and (b) to reimburse Indemnified Person. Without limiting the Lenders and their affiliates on demand for foregoing, the Borrower shall pay all reasonable out-of-pocket expenses (including due diligence expenses, consultant's reasonable fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of outside counsel) (1) incurred of the Administrative Agent incident to the preparation, negotiation and administration and performance of the Loan Documents, including any proposed Modifications or waivers with respect thereto, the due diligence review undertaken in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Lettertherewith, and the definitive documentation relating to syndication of the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person Loan (but such expenses shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as tofees paid to the syndicate members), or any admission of, fault, culpability or a failure to act by or on behalf and the preservation and protection of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to rights of the Lenders and the Administrative Agent under the Loan Documents (including expenses incurred in creating and perfecting the Lien in favor of the Administrative Agent pursuant to this Agreement and the other indemnified personsLoan Documents), and (2) of the Administrative Agent and each of the Lenders incident to the enforcement of payment of the Obligations, whether by judicial proceedings or otherwise, including, without limitation, in connection with bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar proceedings involving any Transaction Party or a “workout” of the Obligations. The agreements in this Section 9.14 shall survive payment of all other Obligations.

Indemnity. You agree (a) to The Debtor shall indemnify and hold harmless the Lenders Lender and their respective affiliates its affiliates, and their each such Person’s respective officers, directors, employees, advisorsattorneys, agents and agents representatives (each, an “indemnified personIndemnified Person”) ), from and against any and all lossessuits, actions, proceedings, claims, damages, losses, liabilities and related expenses to which (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such indemnified person may become subject Indemnified Person as the result of credit having been extended under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities, violations of state/local rules/statues (including habitability) and legal costs and expenses arising out of or incurred in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, disputes between or among any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating parties to any of the foregoing (including in relation to enforcing the terms of this paragraph) (eachLoan Documents; provided, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person Debtor shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person shall not 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, including indemnification to an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, Indemnified Person to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personssuch suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person’s gross negligence or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. You agree (a) In addition to indemnify the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to the applicable Indemnitee’s selection of counsel), indemnify, pay and hold harmless each Agent (and each sub-agent thereof), the Lenders Arranger, each Lender and each Issuing Bank and each of their respective affiliates and their respective officers, directors, employees, advisors, and agents Related Parties (each, an “indemnified personIndemnitee”) ), from and against any and all lossesIndemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, claimsIN WHOLE OR IN PART, damagesUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, liabilities and related expenses to which OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that no Credit Party shall have any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating obligation to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection Indemnitee hereunder with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as respect to any indemnified person, apply to losses, claims, damages, liabilities or related expenses Indemnified Liabilities to the extent they are such Indemnified Liabilities (i) have been found by a final, non-appealable judgment of a court of competent jurisdiction to arise have resulted from (A) the gross negligence, bad faith or result from the willful misconduct or gross negligence of such indemnified person Indemnitee or its Related Parties or (B) a material breach of the express obligations of such Indemnitee or its Related Parties under the Credit Documents (provided, that with respect to Indemnified Liabilities arising out of claims, demands, suits, actions, investigations, or proceedings commenced or threatened by a Credit Party that are relating to any Letter of Credit, this clause (B) shall only apply to a material breach of the express obligations of such Indemnitee or its Related Parties under the provisions of Section 2.4 with respect to such Letter of Credit), or (ii) arise out of or in connection with any action, claim or proceeding not involving any Credit Party or the equityholders or Affiliates of any Credit Party (or the Related Parties of any Credit Party) that is brought by an Indemnitee against another Indemnitee (other than against any Agent or the Arranger (or any holder of any other title or role) in its capacity as such). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. (b) to reimburse To the Lenders and their affiliates on demand for all out-of-pocket expenses extent permitted by applicable law, (including due diligence expenses, consultant's fees and expenses (if any), travel expensesi) no Credit Party shall assert, and reasonable feeseach Credit Party hereby waives, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letterclaim against any Agent, the Term SheetArranger, any Lender, any Issuing Bank or any Related Party of any of the Fee Letterforegoing and (ii) no Indemnitee shall assert, and the definitive documentation relating to the Facility) each Indemnitee hereby waives, any claim against any Credit Party or the administrationany Related Party of any Credit Party, amendmentin each case, modification or waiver thereof. You also agree that no indemnified person shall have on any liability to you theory of liability, for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or any duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Indemnitee and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided that nothing in this Section 10.3(b) shall diminish obligations of the Credit Parties under Section 10.2 or 10.3(a). (c) Each Credit Party agrees that none of any Agent, the Arranger, any Lender or any Issuing Bank or any Related Party of any of the foregoing will have any liability to any Credit Party or any Person asserting claims on behalf of or in right of any Credit Party or any other Person in connection with or as a result of this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the Facility transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection with its activities related therewith except (but subject to Section 10.3(b)), in the Facility, and you agreecase of any Credit Party, to the extent permitted by applicable lawthat any losses, to not assert any claims against any indemnified person with respect to the foregoing. You shall notclaims, without the prior written consent of an indemnified person (which consent shall not be unreasonably withhelddamages, conditioned liabilities or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could expenses have been sought hereunder found by such indemnified person unless (a) such settlement includes an unconditional release a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such indemnified person Agent, the Arranger, such Lender or such Issuing Bank in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, performing its express obligations under this Agreement or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsCredit Document.

Indemnity. You agree (a) to The Borrower shall indemnify each Credit Party and each Related Party thereof (each such Person being called an “Indemnified Person”) against, and hold each Indemnified Person harmless the Lenders and their respective affiliates and their respective officersfrom, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses to which expenses, including the reasonable fees, charges and disbursements of any such indemnified person may become subject counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of or of, in connection with this Commitment Letterwith, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the Facilityperformance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or any other transactions contemplated thereby (including the Caremark Merger), (ii) any Loan or Letter of Credit or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related transaction in any way to the Borrower or any of the Subsidiaries or (iv) any actual or prospective claim, litigation, investigation, arbitration investigation or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (eachforegoing, a “Proceeding”)whether based on contract, tort or any other theory and regardless of whether any indemnified person Indemnified Person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoingthereto, provided that the foregoing such indemnity will shall not, as to any indemnified personIndemnified Person, apply be available to the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found determined by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to arise or result have resulted primarily from the gross negligence or willful misconduct or gross negligence of such indemnified person Indemnified Person. Notwithstanding the above, the Borrower shall have no liability under clause (i) of this Section to indemnify or hold harmless any Indemnified Person for any losses, claims, damages, liabilities and related expenses relating to income or withholding taxes or any tax in lieu of such taxes. (b) To the extent that the Borrower fails to reimburse promptly pay any amount required to be paid by it to the Administrative Agent under subsection (a) of this Section, each Lender severally agrees to pay to the Administrative Agent an amount equal to the product of such unpaid amount multiplied by (i) at any time when no Loans are outstanding, its Commitment Percentage, or if no Commitments then exist, its Commitment Percentage on the last day on which Commitments did exist, and (ii) at any time when Loans are outstanding (x) if the Commitments then exist, its Commitment Percentage or (y) if the Commitments have been terminated or otherwise no longer exist, the percentage equal to the fraction, (A) the numerator of which is the sum of such Lender’s Credit Exposure and (B) the denominator of which is the sum of the Aggregate Credit Exposure (in each case determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent in its capacity as such. (c) The obligations of the Borrower and the Lenders under this Section 11.10 shall survive the termination of the Commitments and their affiliates on demand for the payment of the Loans and the Notes and all out-of-pocket expenses other amounts payable under the Loan Documents. (including due diligence expensesd) To the extent permitted by applicable law, consultant's fees and expenses (if any), travel expensesthe Borrower shall not assert, and reasonable feeshereby waives, charges and disbursements any claim against any Indemnified Person, on any theory of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letterliability, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages (as opposed to direct and actual damages) arising out of, in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as towith, or any admission as a result of, fault, culpability or a failure to act by or on behalf of any indemnified person Loan Document or any injunctive relief agreement, instrument or other non-monetary remedy. You acknowledge that document contemplated thereby, the transactions contemplated hereby or any failure to comply with your obligations under Loan or any Letter of Credit or the preceding sentence may cause irreparable harm to use of the Lenders and the other indemnified personsproceeds thereof.

Indemnity. You agree (a) In addition to and without limiting any protection of the Subscription Receipt Agent hereunder or otherwise by law, the Corporation shall at all times indemnify the Subscription Receipt Agent and hold harmless the Lenders its affiliates, their successors and assigns, and each of their respective affiliates and their respective directors, officers, directors, employees, advisors, employees and agents (eachcollectively, an “indemnified person”the "Indemnified Parties") and save them harmless from and against any and all claims, demands, losses, claimsactions, causes of action, suits, proceedings, liabilities, damages, liabilities costs, taxes, charges, assessments, judgments and related expenses to which any such indemnified person may become subject (including expert consultant and legal fees and disbursements on a solicitor and client basis) whatsoever arising in connection with this Agreement including, without limitation, those arising out of or in connection with this Commitment Letter, related to actions taken or omitted to be taken by the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, Indemnified Parties and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating the enforcement of this indemnity, which the Indemnified Parties, or defending any of them, may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the foregoingexecution of the Subscription Receipt Agent's duties, provided and including any services that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred Subscription Receipt Agent may provide in connection with or in any way relating to this Agreement (unless arising from Subscription Receipt Agent's gross negligence, fraud, wilful misconduct or bad faith) and including any action or liability brought against or incurred by the Facility and Indemnified Parties in relation to or arising out of any related documentation (including this Commitment Letterbreach by the Corporation. Notwithstanding any other provision hereof, the Term Sheet, Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the Fee Lettercorrectness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, accrue and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, become enforceable without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, demand or any admission ofother precedent action or proceeding. Notwithstanding any other provision hereof, fault, culpability this indemnity shall survive the resignation or a failure to act by or on behalf removal of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders Subscription Receipt Agent and the other indemnified personstermination or discharge of this Agreement.

Indemnity. You agree (a) to The Company shall indemnify reimburse, defend and hold harmless the Lenders Manager and its successors and permitted assigns, together with their respective affiliates and their respective employees, officers, members, managers, directors, employeesagents and representatives (collectively the “Indemnified Parties”), advisors, and agents (each, an “indemnified person”) from and against any and all losseslosses (including lost profits), claimscosts, damages, injuries, taxes, penalties, interests, expenses, obligations, claims and liabilities and related expenses (joint or severable) of any kind or nature whatsoever (collectively “Losses”) that are incurred by such Indemnified Parties in connection with, relating to which any such indemnified person may become subject or arising out of (i) the breach of any term or condition of this Agreement, or (ii) the performance of any Services hereunder; provided, however, that the Company shall not be obligated to indemnify, reimburse, defend or hold harmless any Indemnified Party for any Losses incurred, by such Indemnified Party in connection with this Commitment Letterwith, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing or arising out of: (including in relation to enforcing the terms a) a breach by such Indemnified Party of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and Agreement; (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses gross negligence, willful misconduct, bad faith or reckless disregard of such Indemnified Party in the performance of any Services hereunder; or (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements c) fraudulent or dishonest acts of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person such Indemnified Party with respect to the foregoingCompany or any of its Subsidiaries. You The rights of any Indemnified Party referred to above shall not, without be in addition to any rights that such Indemnified Party shall otherwise have at law or in equity. Without the prior written consent of an indemnified person (which the Company, no Indemnified Party shall settle, compromise or consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement to the entry of any pending judgment in, or threatened Proceedings otherwise seek to terminate any, claim, action, proceeding or investigation in respect of which indemnity indemnification could have been be sought hereunder by such indemnified person unless (a) such settlement Indemnified Party indemnifies the Company from any liabilities arising out of such claim, action, proceeding or investigation, (b) such settlement, compromise or consent includes an unconditional release of such indemnified person in form the Company and substance reasonably satisfactory to such indemnified person Indemnified Party from all liability on claims that are the subject matter arising out of such Proceedings claim, action, proceeding or investigation and (bc) does not include any statement as tothe parties involved agree that the terms of such settlement, compromise or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsconsent shall remain confidential.

Indemnity. You agree (a) Each Loan Party hereby agrees to indemnify and hold harmless the Administrative Agent, the Lenders and their respective affiliates Affiliates (including, without limitation, controlling persons) and their respective the directors, officers, directors, employees, advisors, advisors and agents of the foregoing (each, an “indemnified personIndemnified Person”) from and against any and all losses, claims, damagescosts, expenses, damages or liabilities and related expenses to which any such indemnified person may become subject arising (or investigations, suits, actions or other proceedings commenced or threatened in respect thereof) that arise out of or in connection with this Commitment Letterany aspect of the Loan Documents, the Facility, Financing or any of the Transactions or the providing of the Loan (or the actual or proposed use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person Indemnified Person promptly upon its written demand for any reasonable legal or other expenses incurred in connection with investigating investigating, preparing to defend or defending against, or participating in, any of the foregoingsuch investigation, loss, claim, cost, expense, damage, liability or action or other proceeding; provided that any such obligation to indemnify, hold harmless and reimburse an Indemnified Person shall not be applicable (i) for any amount paid in settlement of claims without the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities applicable Loan Party’s written consent or related expenses (ii) to the extent they are found determined by a final, non-appealable judgment of a court of competent jurisdiction to arise or result have resulted from the gross negligence, willful misconduct of, or gross negligence breach of any Loan Document by, any Indemnified Person. In the case of an investigation, action or proceeding to which the indemnity in this paragraph applies, such indemnified person indemnity and (b) to reimburse reimbursement obligations shall be effective whether or not such investigation, action or proceeding is brought by any Loan Party, its equity holders or creditors or an Indemnified Person, whether or not an Indemnified Person is otherwise a party thereto and whether or not any aspect of the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereofTransactions is consummated. You Each Loan Party also agree agrees that no indemnified person Indemnified Person shall have any liability (whether direct or indirect, in contract, tort, equity or otherwise) to you for such Loan Party or its Subsidiaries or Affiliates or creditors arising out of, related to or in connection with any aspect of the Financing or any of the Transactions, except to the extent of direct (as opposed to special, indirect, consequential or punitive damagespunitive) damages determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence, willful misconduct or breach of any Loan Document. No indemnified person Notwithstanding any other provision of any Loan Document, no Indemnified Person shall be liable for any damages arising from the use by others of Information information or other materials obtained through electronic, electronic telecommunications or other information transmission systems, including an electronic platform other than for direct or otherwise via the internetactual damages resulting from such Indemnified Person’s gross negligence, willful misconduct or for breach of its obligations under any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, Loan Document as determined by a final and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoingnon-appealable judgment of a court of competent jurisdiction. You shall notNo Loan Party shall, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed)any Indemnified Person, effect any settlement of any pending or threatened Proceedings proceeding in respect of which such Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such indemnified person Indemnified Person, unless (a) such settlement (i) includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person Indemnified Person from all liability on or claims that are the subject matter of such Proceedings proceeding and (bii) does not include any a statement as to, to or any an admission of, of fault, culpability culpability, or a failure to act by or on behalf of such Indemnified Person. Promptly after receipt by an Indemnified Person of actual notice of a claim for which indemnification is being sought hereunder, such Indemnified Person will notify the applicable Loan Party in writing of such claim. Failure to so notify the applicable Loan Party will not relieve the applicable Loan Party of liability which it may have to any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm Indemnified Person hereunder unless, and only to the Lenders extent that, the applicable Loan Party’s defense of such claim is materially prejudiced by such failure. Any Loan Party shall be entitled to assume defense of any Indemnified Persons in connection with any such claim if such Loan Party has acknowledged in writing that it will indemnify such Indemnified Persons for such claim, including the employment of counsel reasonably satisfactory to the relevant Indemnified Persons, and the other indemnified personspayment of the fees and disbursements of such counsel. Notwithstanding the applicable Loan Party’s decision to assume the defense of any such claim, the Indemnified Persons shall have the right to employ separate counsel and to participate in the defense of such claim. Such counsel shall be at the expense of any such Indemnified Person, unless (i) the use of counsel chosen by the applicable Loan Party to represent such Indemnified Person would present such counsel with a conflict of interest, or (ii) the applicable Loan Party fails to assume the defense of the claim or to employ counsel reasonably satisfactory to such Indemnified Person, in each case in a timely manner. In any such event, then the Indemnified Persons may employ separate counsel at the applicable Loan Party’s expense to represent or defend it with respect to such claim or group of related claims. In no event shall the applicable Loan Party be liable for the fees and expenses of more than one separate firm of attorneys for all Indemnified Persons in connection with any claim or group of related claims, plus one firm of local counsel in each jurisdiction in which any such claim is being litigated.

Indemnity. You agree (a) to Whether or not the transactions contemplated hereby are consummated, each of the Borrower Parties shall, jointly and severally, indemnify and hold harmless the Lenders Administrative Agent, the other Agents, the Issuing Lender and their respective affiliates each Lender and each of their respective officers, directors, employees, advisorscounsel, agents and agents attorneys-in-fact (each, an “indemnified personIndemnified Person”) harmless from and against any and all liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, charges, expenses and related expenses to disbursements (including reasonable attorney’s fees and expenses) of any kind or nature whatsoever which may at any time (including at any time following the Commitment Termination Date and the termination, resignation or replacement of the Administrative Agent, the Issuing Lender or replacement of any Lender) be imposed on, incurred by or asserted against any such indemnified person may become subject Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any insolvency proceeding or appellate proceeding) related to or arising out of this Commitment Letter, Agreement or the Facility, Loans or Letters of Credit (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the use of the proceeds thereof, whether or not any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person Indemnified Person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of (all the foregoing, provided collectively, the “Indemnified Liabilities”); provided, however, that the foregoing indemnity will not, as Borrower Parties shall have no obligation hereunder to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person Indemnified Person with respect to Indemnified Liabilities resulting solely from the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned gross negligence or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release willful misconduct of such indemnified person Indemnified Person. The agreements in form and substance reasonably satisfactory to such indemnified person from this Section 11.14 shall survive payment of all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsObligations.

Indemnity. You agree 6.1 Without prejudice to the other rights or remedies of the Dealers, each of the Issuer and the Guarantor jointly and severally undertakes to each Dealer that if that Dealer or any Relevant Party relating to that Dealer incurs any liability, damages, cost, loss or expense (including, without limitation, properly incurred legal fees, costs and expenses) (a Loss) arising out of, in connection with, or based on: (a) any failure by the Issuer to indemnify issue on the agreed Issue Date any Notes which a Dealer has agreed to purchase; or (b) any actual or alleged breach of the representations, warranties and hold harmless undertakings contained in, or made or deemed to be made by the Lenders Issuer and/or the Guarantor under, this Agreement; or (c) any untrue or misleading (or allegedly untrue or misleading) statement in, or any omission (or alleged omission) from, the Base Listing Particulars; or (d) any untrue or misleading (or allegedly untrue or misleading) statement in any additional written information provided by the Issuer and/or the Guarantor to the Dealers under clause ‎7, the Issuer or, as the case may be, the Guarantor shall pay to that Dealer on demand an amount equal to such Loss. No Dealer shall have any duty or obligation, whether as fiduciary or trustee for any Relevant Party or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this subclause ‎6.1. 6.2 In case any action shall be brought against any Relevant Party in respect of which recovery may be sought from the Issuer and/or the Guarantor, as the case may be, under this clause ‎6, the relevant Dealer shall promptly notify the Issuer and/or the Guarantor, as the case may be, in writing but failure to do so will not relieve the Issuer or the Guarantor from any liability under this Agreement. Subject to subclause ‎6.3, the Issuer or, as the case may be, the Guarantor may participate at its own expense in the defence of any action. 6.3 If it so elects within a reasonable time after receipt of the notice referred to in subclause ‎6.2, the Issuer or, as the case may be, the Guarantor may, assume the defence of the action with legal advisers chosen by it and their respective affiliates and their respective officersapproved by the Relevant Party. Notwithstanding such election, directors, employees, advisorsa Relevant Party may employ one separate firm of legal advisers, and agents the Issuer or the Guarantor shall bear the fees and expenses of such separate firm of legal advisers, if: (each, an “indemnified person”a) from and against any and all losses, claims, damages, liabilities and related expenses to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, legal advisers chosen by the Issuer or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating the Guarantor to any represent the Relevant Party would present such legal advisers with a conflict of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and interest; (b) the actual or potential defendants in, or targets of, any such action include both the Relevant Party and the Issuer or the Guarantor and the Relevant Party concludes that there may be legal defences available to reimburse it and/or other Relevant Parties which are different from or additional to those available to the Lenders and their affiliates on demand Issuer or the Guarantor; (c) the Issuer or the Guarantor has not employed legal advisers satisfactory to the Relevant Party to represent the Relevant Party within a reasonable time after notice of the institution of such action; or (d) the Issuer or the Guarantor authorises the Relevant Parties to employ separate legal advisers at the expense of the Issuer or the Guarantor. If the Issuer or, as the case may be, the Guarantor assumes the defence of the action, the Issuer or, as the case may be, the Guarantor shall not be liable for all out-of-pocket expenses (including due diligence expenses, consultant's any fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) legal advisers of the Relevant Party incurred thereafter in connection with the Facility and any related documentation (including this Commitment Letteraction, except as stated above. 6.4 Neither the Term Sheet, Issuer nor the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person Guarantor shall be liable for in respect of any damages arising from settlement of any action effected without its consent, such consent not to be unreasonably withheld or delayed. Neither the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via Issuer nor the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall notGuarantor shall, without the prior written consent of an indemnified person (which the Relevant Party, settle or compromise or consent shall not be unreasonably withheld, conditioned or delayed), effect to the entry of any settlement of judgment with respect to any pending or threatened Proceedings claim or action in respect of which indemnity could have been recovery may be sought hereunder by (whether or not any Relevant Party is an actual or potential party to such indemnified person claim or action) unless (a) such settlement settlement, compromise or consent includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person each Relevant Party from all liability on claims that are the subject matter arising out of such Proceedings claim or action and (b) does not include any a statement as to, to or any an admission of, of fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personseach Relevant Party.

Indemnity. You agree (a) In addition to indemnify the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to the applicable Indemnitee’s selection of counsel), indemnify, pay and hold harmless the Lenders harmless, each Agent (and each sub-agent thereof), Arranger, Lender and Issuing Bank and each of their respective affiliates and their respective officers, directors, employees, advisors, and agents Related Parties (each, an “indemnified personIndemnitee”) ), from and against any and all lossesIndemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, claimsIN WHOLE OR IN PART, damagesUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, liabilities OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (i) arise out of the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, (ii) arise out of any investigation, litigation, claim or proceeding that does not involve any act or omission of Holdings or any of its Affiliates and related expenses to which that is brought by an Indemnitee against any other Indemnitee (other than any such indemnified person investigation, litigation, claim or proceeding against any Agent, any Arranger or any Issuing Bank in its capacity as such) or (iii) arise with respect to Taxes, other than Taxes that represent losses or damages from any non-Tax claim. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may become subject be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. (b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Agent, Arranger, Lender or Issuing Bank or any Related Party of any of the foregoing on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of of, in connection with, as a result of, or in connection with any way related to, this Commitment LetterAgreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the Facilitytransactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof, thereof or any related transaction act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any actual such damages, whether or prospective claimnot accrued and whether or not known or suspected to exist in its favor. (c) Each Credit Party agrees that no Agent, litigationArranger, investigation, arbitration Lender or proceeding relating to Issuing Bank or any Related Party of any of the foregoing (including will have any liability to any Credit Party or any Person asserting claims on behalf of or in relation to enforcing the terms right of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors Credit Party or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred Person in connection with investigating or defending as a result of this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the foregoingproceeds thereof or any act or omission or event occurring in connection therewith, provided in each case, except, subject to Section 10.3(b), in the case of any Credit Party to the extent that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are incurred by such Credit Party or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result have resulted from the gross negligence or willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expensesAgent, consultant's fees and expenses (if any)Arranger, travel expenses, and reasonable fees, charges and disbursements of counsel) incurred Lender or Issuing Bank in connection with the Facility and any related documentation (including performing its obligations under this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, Agreement or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person Credit Document or any injunctive relief agreement or other non-monetary remedy. You acknowledge that any failure instrument contemplated hereby or thereby or referred to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsherein or therein.

Indemnity. You agree Borrower hereby indemnifies and agrees to defend (awith counsel acceptable to Lender) to indemnify and hold harmless the Lenders and their respective affiliates and their respective Lender, its partners, officers, directors, employeesattorneys, advisorsconsultants, agents and agents employees (eachcollectively, an “indemnified personIndemnitee”) from and against any liability, loss, cost, expense (including reasonable attorneys’ fees and all lossesexpenses for both in-house and outside counsel), claimsclaim, damagesdamage, liabilities and related expenses to which any such indemnified person may become subject arising out of suit, action or proceeding ever suffered or incurred by Lender or in connection with which Lender may ever be or become involved (whether as a party, witness or otherwise) by reason of this Commitment LetterAgreement, the Facilityother Loan Documents or the transactions contemplated hereby or thereby; provided, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether that such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will shall not, as to any indemnified personIndemnitee, apply be available to the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found determined as a final judgment by a final, non-appealable judgment of a court of competent jurisdiction to arise or result have resulted from the gross negligence or willful misconduct or gross negligence of such indemnified person Indemnitee. Notwithstanding any contrary provision in this Agreement, the obligation of Borrower under this Section 9.17 shall survive the payment in full of the Obligations and (b) to reimburse the Lenders and their affiliates on termination of this Agreement. Borrower shall pay all obligations under this Section 9.17 immediately upon demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expensesby Lender. Each such obligation shall be added to, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letterconsidered to be part of, the Term Sheet, principal of the Fee LetterNotes, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person shall be liable for any damages arising bear interest from the use by others of Information or other materials obtained through electronicdate the obligation arises at the highest interest rate then in effect. NO INDEMNITEE PERSON SHALL BE RESPONSIBLE OR LIABLE TO THE BORROWER OR TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, telecommunications or other information transmission systemsANY SUCCESSOR, including an electronic platform or otherwise via the internetASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, or for any specialFOR INDIRECT, indirectPUNITIVE, consequential or punitive damages in connection with the Facility or in connection with its activities related to the FacilityEXEMPLARY OR CONSEQUENTIAL DAMAGES (BUT NOT ACTUAL DAMAGES) WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsSUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. You agree (a) to Each Loan Party that is a signatory hereto shall jointly and severally indemnify and hold harmless the each of Administrative Agent, Syndication Agent, Lenders and their respective affiliates Affiliates, and their each such Person's respective officers, directors, employees, advisorsattorneys, agents and agents representatives (each, an “indemnified person”) "Indemnified Person"), from and against any and all lossessuits, actions, proceedings, claims, damages, losses, liabilities and related expenses to (including reasonable attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such indemnified person may become subject Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, disputes between or among any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating parties to any of the foregoing Loan Documents (including in relation to enforcing the terms of this paragraph) (eachcollectively, a “Proceeding”"Indemnified Liabilities"); provided, regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by youhowever, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person such Loan Party shall be liable for any damages indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct or material and knowing breach of its obligations and this Agreement. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. (b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any applicable LIBOR Period (whether that repayment is made pursuant to any provision of this Agreement or any other Loan Document or is the result of acceleration, by operation of law or otherwise); (ii) any Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Loan; (iii) any Borrower shall default in making any borrowing of, conversion into or continuation of LIBOR Loans after Borrower Representative has given notice requesting the same in accordance herewith; or (iv) any Borrower shall fail to make any prepayment of a LIBOR Loan after Borrower Representative has given a notice thereof in accordance herewith, Borrowers shall jointly and severally indemnify and hold harmless each Lender from and against all losses, costs and expenses resulting from or arising from any of the foregoing. Such indemnification shall include any loss (including loss of margin) or expense arising from the use reemployment of funds obtained by others it or from fees payable to terminate deposits from which such funds were obtained. For the purpose of Information or calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit which bears interest at the LIBOR Rate in an amount equal to the amount of that LIBOR Loan and having a maturity comparable to the relevant LIBOR Period; provided, however, that each Lender may fund each of its LIBOR Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other materials obtained through electronicamounts payable hereunder. As promptly as practicable under the circumstances, telecommunications or other information transmission systems, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection each Lender shall provide Borrower Representative with its activities related written calculation of all amounts payable pursuant to the Facilitythis Section 2.15, and you agreesuch calculation shall be presumed correct (absent manifest error) and shall be binding on the parties hereto unless Borrower Representative shall object in writing within thirty (30) Business Days of receipt thereof, to specifying the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings basis for such objection in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsdetail.

Indemnity. You agree (a) to Each Loan Party shall and does hereby jointly and severally indemnify and hold harmless the Lenders defend Agent, Lenders, and their respective affiliates successors and assigns, and their respective directors, officers, directors, employees, advisorsconsultants, attorneys, agents and agents affiliates (each, each an “indemnified personIndemnitee”) from and against any and all liabilities, losses, damages, expenses, penalties, claims, damagesactions and suits (including, liabilities and without limitation, related expenses to reasonable attorneys’ fees and, without duplication, the allocated costs of in-house legal counsel) of any kind whatsoever arising, directly or indirectly, which any may be imposed on, incurred by or asserted against such indemnified person may become subject arising out Indemnitee as a result of or in connection with this Commitment LetterAgreement, the Facility, the use of the proceeds thereof, other Debt Documents or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing transactions contemplated hereby or thereby (including in relation to enforcing the terms of this paragraph) (each, a “ProceedingIndemnified Liabilities”); provided that, regardless of whether no Loan Party shall have any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as obligation to any indemnified person, apply Indemnitiee with respect to losses, claims, damages, liabilities or related expenses any Indemnified Liabilities to the extent they are found such Indemnified Liabilities arise from the gross negligence or willful misconduct of such Indemnitee as determined by a final, final non-appealable judgment of a court of competent jurisdiction to arise or result from jurisdiction. This provision shall survive the willful misconduct or gross negligence termination of such indemnified person and this Agreement. (b) Notwithstanding anything to reimburse the contrary contained herein, if the introduction of or any change in any law or regulation (or any change in the interpretation thereof) shall make it unlawful, or any central bank or other applicable governmental authority shall assert that it is unlawful, for any Lender to agree to make or to make or to continue to fund or maintain any LIBOR Loan, then on notice thereof and demand therefor by such Lender to the Borrower, (i) the obligation of such Lender to agree to make or to make or to continue to fund or maintain LIBOR Loans shall terminate and (ii) Borrower shall prepay in full all outstanding LIBOR Loans owing to such Lender, together with interest accrued thereon, unless the Borrower, within five (5) Business Days after the delivery of such notice and demand, converts all such LIBOR Loans into Base Rate Loans. (c) To induce Lenders to provide the LIBOR option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any calendar month (whether that repayment is made pursuant to any provision of this Agreement or any other Debt Document or occurs as a result of acceleration, by operation of law or otherwise); (ii) Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Loan; (iii) Borrower shall refuse to accept any borrowing of, or shall request a termination of any borrowing, conversion into or continuation of LIBOR Loans after Borrower has given notice requesting the same in accordance herewith; or (iv) Borrower shall fail to make any prepayment of a LIBOR Loan after Borrower has given a notice thereof in accordance herewith, then Borrower shall indemnify and their affiliates on demand for hold harmless each Lender from and against all out-of-pocket expenses losses (including due diligence expensesother than lost profits), consultant's fees costs and expenses resulting from or arising from any of the foregoing. Such indemnification shall include any loss (if any)excluding loss of margin) or expense arising from the reemployment of funds obtained by it or from fees payable to terminate deposits from which such funds were obtained. For the purpose of calculating amounts payable to a Lender under this subsection, travel expenseseach Lender shall be deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at LIBOR in an amount equal to the amount of that LIBOR Loan and having a maturity comparable to the relevant calendar month; provided, and reasonable fees, charges and disbursements that each Lender may fund each of counsel) incurred its LIBOR Loans in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Lettermanner it sees fit, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person foregoing assumption shall be liable utilized only for any damages arising from the use by others calculation of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via amounts payable under this subsection. This covenant shall survive the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent termination of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders this Agreement and the payment of the Notes and all other indemnified personsamounts payable hereunder.

Indemnity. You Borrower and each other Credit Party executing this Agreement jointly and severally agree (a) to indemnify and hold harmless the Lenders Lender and its Affiliates, and their respective affiliates and their respective officers, directors, employees, advisors, attorneys and agents (each, an “indemnified person”) "Indemnified Person"), harmless from and against any and all lossessuits, actions, proceedings, claims, damages, losses, liabilities and related expenses to which of any kind or nature whatsoever (including attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such indemnified person may become subject Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or with respect to the execution, delivery, enforcement, performance and administration of, or in any other way arising out of or in connection with relating to, this Commitment Letter, Agreement and the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors other Loan Documents or any other person, documents or transactions contemplated by or referred to herein or therein and any actions or failures to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection act with investigating or defending respect to any of the foregoing, provided that the foregoing indemnity will notincluding any and all product liabilities, as Environmental Liabilities, Taxes and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any indemnified personof the Loan Documents (collectively, apply to losses"Indemnified Liabilities"), claims, damages, liabilities or related expenses except to the extent they are found that any such Indemnified Liability is finally determined by a final, non-appealable judgment of a court of competent jurisdiction to arise or result have resulted solely from the willful misconduct or such Indemnified Person's gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expensesor willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY CREDIT PARTY, consultant's fees and expenses (if any)ANY SUCCESSOR, travel expensesASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, and reasonable feesFOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment LetterPUNITIVE, the Term SheetEXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsSUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. You agree Employee warrants and represents that Employee has not knowingly and intentionally violated, is not knowingly and intentionally violating, and will not knowingly and intentionally violate any of the terms or conditions of any prior employment agreement, restrictive covenant, or other similar agreement entered into by Employee while in the employment of any other company; that Employee has not knowingly and intentionally given and will not knowingly and intentionally give to the Company at any time any customer list, trade secret, or any other item of confidential information, obtained or received while in the employment of any other company in violation of any employment agreement, restrictive covenant or similar agreement entered into while in the employment of any other company; that, to the best of Employee’s knowledge. Employee’s employment with the Company as contemplated and provided for hereby is not materially restricted or materially limited in any way by any such employment agreement or restrictive covenant or by operation of any state, federal or local regulation, statute or other law of any kind, name or nature, including but not limited to trade secret laws and immigration laws; and that Employee is in all respects duly qualified and eligible to work for the Company. In the event of a final legal adjudication (aafter exhausting any right of appeal) of Employee’s material violation of one or more of the warranties or representations set forth above in this section, Employee agrees to indemnify and hold harmless the Lenders and their respective affiliates and their respective officers, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and Company for all losses, claims, damages, liabilities costs and related expenses expenses, including reasonable attorney fees, which the Company may have to which any such indemnified person may become subject arising out of or pay in connection with this Commitment Lettera legal or administrative action against the Company or EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETITION AGREEMENT 9 Employee arising there from; provided, however, in the Facilityevent any damages, costs and expenses are incurred by the use Company for which Employee is otherwise obligated to indemnify the Company are covered under any insurance policy or policies of the proceeds thereofCompany, then the Company shall be obligated to exhaust all available insurance as a condition to the exercise of its right of indemnification hereunder (and the Company waives all rights of subrogation in connection therewith) and Employee’s indemnification obligation hereunder shall be reduced in proportion to the extent of such insurance. Company warrants and represents it has no knowledge as of the date hereof that Employee is or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to may become in violation of any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought warranties and representations made by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personshim above.

Indemnity. You agree (a) The Borrower and the other Grantors jointly and severally agree to indemnify defend, indemnify, pay and hold harmless the Lenders Collateral Trustee, each Secured Debt Representative, each Secured Party and each of their respective affiliates Affiliates and their respective each and all of the directors, officers, directorspartners, trustees, employees, advisorsattorneys and agents, and agents (eachin each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “indemnified personIndemnitee”) from and against any and all lossesIndemnified Liabilities; provided, claims, damages, liabilities and related expenses no Indemnitee will be entitled to which any such indemnified person may become subject arising out of or in connection indemnification hereunder with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating respect to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses Indemnified Liability to the extent they are such Indemnified Liability (x) is found by a final, non-appealable judgment final and nonappealable decision of a court of competent jurisdiction to arise or result have resulted from the gross negligence, willful misconduct misconduct, willful breach of its obligations hereunder or gross negligence under any other Secured Debt Document or violation of such indemnified person and law, (y) results from or is in connection with any claim, litigation, investigation or proceeding that does not involve an act or omission by the Borrower or any of its Affiliates that has been brought by an Indemnitee against any other Indemnitee (other than any claims against an Indemnitee acting in its capacity as an agent or similar capacity hereunder) or (z) relates to Taxes, except any Taxes arising from a non-Tax claim. (b) All amounts due under this Section 7.12 will be payable upon demand. (c) To the extent that the undertakings to reimburse defend, indemnify, pay and hold harmless set forth in Section 7.12(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, Borrower and the definitive documentation relating other Grantors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the Facilitypayment and satisfaction of all Indemnified Liabilities incurred by all Indemnitees or any of them. (d) or Each of the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, parties hereto irrevocably and you agreeunconditionally waives, to the fullest extent permitted by it may effectively do so under applicable law, any right it may have to not assert any claims claim or recover against any indemnified person with respect other party hereto, on any theory of liability, for any lost profits or special indirect or consequential damages or (to the foregoing. You shall notfullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, without in connection with, or as a result of, this Agreement or any other Secured Debt Document or any agreement or instrument or transaction contemplated hereby; provided that the prior written consent of an indemnified person (which consent foregoing waiver shall not be unreasonably withheld, conditioned or delayed), effect any settlement impair the obligation of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders Borrower and the other indemnified personsGrantors under Section 7.12(a) to indemnify the Indemnitees for any such damages claimed by a third party. (e) The agreements in this Section 7.12 will survive repayment of all other Secured Obligations and the removal or resignation of the Collateral Trustee.

Indemnity. You agree (a) Each Seller Party severally agrees to indemnify the Buyer, the Controlling Party and hold harmless the Lenders and each of their respective affiliates and their respective officers, directors, employees, advisorsRelated Parties (each such party being called an “Indemnitee”) against, and agents (eachto hold each Indemnitee harmless from, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses to which expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any such indemnified person may become subject Indemnitee arising out of, in any way connected with or as a result of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration investigation or proceeding relating to such Seller having made a representation or warranty herein or in any of other Transaction Document that is incorrect in any respect at the foregoing time made or deemed made, whether or not any Indemnitee is a Party thereto (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), and regardless of whether such matter is initiated by a third Party or by any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors Seller Party or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoingtheir respective Affiliates), provided that no Seller Party shall have any obligation under this subsection to any such Indemnitee if the foregoing indemnity will representation or warranty alleged to be incorrect is determined by a final and unappealable decision of a court not to have been incorrect. (b) The indemnities in clause (a) of this Section shall not, as to any indemnified personIndemnitee, apply be available to the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found determined by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to arise or result have resulted primarily from the bad faith, gross negligence, fraudulent actions or willful misconduct or gross negligence of such indemnified person and (b) to reimburse Indemnitee; provided that the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent Seller Parties shall not be unreasonably withheldobligated to pay, conditioned indemnify or delayed), effect hold harmless any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by Indemnitee if such indemnified person unless Indemnitee (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (bi) does not include any statement as to, or any admission of, fault, culpability or provide reasonably prompt notice to the Seller Parties (with a failure copy to act by or on behalf the Controlling Party) of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified persons.claim for which indemnification is sought or

Indemnity. You agree As separate, independent and alternative stipulations, the Guardian unconditionally and irrevocably agrees: (a) that any part of the outstanding balance which, although expressed to be payable by the Cardmember to us under or in connection with the use of the Card or this Agreement, is for any reason (whether or not now existing and whether or not now known or becoming known to any party to this agreement) not recoverable from the Guardian on the basis of a guarantee shall nevertheless be recoverable from the Guardian as if he/she were the sole principal debtor and shall be paid by the Guardian to us on demand; (b) as a primary obligation to indemnify us against any loss suffered by us as a result of any sum expressed to be payable by the Cardmember under or in connection with the use of this Card or this Agreement not being paid by the time, on the date and otherwise in the manner specified in this Agreement or any payment obligation of the Cardmember under this Agreement being or becoming void, voidable or unenforceable for any reason (whether or not now existing and whether or not now known or becoming known to any party to this Agreement), the amount of that loss being the amount expressed to be payable by the Cardmember in respect of the relevant sum; and (c) to indemnify and hold harmless the Lenders and their respective affiliates and their respective officerskeep us fully indemnified against all claims, directorsdemands, employeesaction, advisorsproceedings, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities costs and related expenses to which of any such indemnified person may become subject arising out nature (including legal costs on an indemnity basis) incurred, suffered or sustained by us, directly or indirectly, by reason of or in connection with this Commitment LetterAgreement, the Facility, the use any indebtedness of the proceeds thereofcardmember or any amounts due and/or owing from the cardmember to us or in our favour, or the guarantee, including but not limited to: (i) breach of any related transaction provision of this Agreement or the guarantee; and/or (ii) the enforcement or protection of our rights and remedies under this Agreement or the guarantee, or in obtaining or seeking to obtain payment of all or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any part of the foregoing (including in relation monies agreed to enforcing the terms of be paid under this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) Agreement or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have guarantee; and/or (iii) any liability to you for change in any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to regulation or official directive which may have an effect on this Agreement or the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsguarantee.

Indemnity. You agree (a) to indemnify In consideration of the execution and delivery of this Agreement by the Advisors, the Companies shall jointly and severally indemnify, exonerate and hold each member of the Advisors’ Group (collectively, the “Indemnitees”), each of whom is an intended third party beneficiary of this Agreement and may specifically enforce the Companies’ obligations hereunder (including but not limited to the obligations specified in this Section 7), free and harmless the Lenders and their respective affiliates and their respective officers, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses to which Loss arising from any such indemnified person may become subject arising out of or in connection with this Commitment LetterClaim (collectively, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “ProceedingIndemnified Liabilities”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought incurred by you, your equity holders, affiliates, creditors the Indemnitees or any other personof them as a result of, arising out of, or in any way relating to the execution, delivery, performance, enforcement or existence of this Agreement or the Advisory Services contemplated hereby, except for any such Indemnified Liabilities arising from such Indemnitee’s gross negligence or willful misconduct, and if and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided extent that the foregoing indemnity will notundertaking may be unavailable or unenforceable for any reason, as the Companies hereby agree to any indemnified person, apply to losses, claims, damages, liabilities or related expenses make the maximum contribution to the extent they are found by payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For purposes of this Xxxxxxx 0, xxxx of the circumstances described in the limitations contained in the immediately preceding sentence shall be deemed to apply absent a final, final non-appealable judgment of a court of competent jurisdiction to arise such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Companies, then such payments shall be promptly repaid by such Indemnitee to the Companies. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or result from instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Companies hereby agree that the willful misconduct Companies are the indemnitors of first resort (i.e., their obligations to Indemnitees under this Agreement are primary and any obligation of the Advisors (or gross negligence of such indemnified person and (bany Affiliate thereof) to reimburse provide advancement or indemnification for the Lenders and their affiliates on demand for all out-of-pocket expenses same Indemnified Liabilities (including due diligence expensesall interest, consultant's fees assessments and expenses (if any), travel expenses, and reasonable fees, other charges and disbursements of counsel) incurred paid or payable in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letteror in respect of such Indemnified Liabilities) incurred by Indemnitees are secondary), and if the definitive documentation relating Advisors (or any Affiliate thereof) pay or cause to the Facility) or the administrationbe paid, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any specialreason, indirectany amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, consequential bylaws or punitive damages. No indemnified person charter) with any director or officer of the Companies, then (i) the Advisors (or such Affiliate, as the case may be) shall be liable for any damages arising from the use by others fully subrogated to all rights of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person Indemnitee with respect to such payment and (ii) the foregoing. You Companies shall notreimburse the Advisors (or such Affiliate, without as the prior written consent case may be) for the payments actually made and waives any right of an indemnified person (which consent shall not be unreasonably withheldsubrogation, conditioned reimbursement, exoneration, contribution or delayed), effect indemnification and any settlement right to participate in any Claim or remedy of any pending Indemnitee against any Indemnitee, whether such Claim, remedy or threatened Proceedings right arises in respect of which indemnity could have been sought hereunder equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by such indemnified person unless (a) such settlement includes an unconditional release set-off or in any other manner, any payment or security or other credit support on account of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as toClaim, remedy or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsright.

Indemnity. You agree (a) Subject to indemnify and the following provisions of this Agreement, the Company shall hold harmless the Lenders and their respective affiliates indemnify Indemnitee against all Expenses and their respective officers, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses to which any such indemnified person may become subject arising out of or Liabilities actually incurred by Indemnitee in connection with any Proceeding; provided, however, that no indemnity shall be paid by the Company pursuant to this Commitment LetterAgreement: (i) for amounts actually paid to Indemnitee pursuant to one or more policies of directors and officers liability insurance maintained by the Company or pursuant to a trust fund, letter of credit or other security or funding arrangement provided by the FacilityCompany; provided, however, that if it should subsequently be determined that Indemnitee is not entitled to retain any such amount, this clause (i) shall no longer apply to such amount; (ii) in respect of remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that payment of such remuneration was in violation of applicable law; (iii) on account of Indemnitee s conduct which is finally adjudged to constitute willful misconduct or to have been knowingly fraudulent, deliberately dishonest or from which the use Indemnitee derives an improper personal benefit; or (iv) on account of any suit in which final judgment is rendered against Indemnitee for an accounting of profits made from the sale or purchase by Indemnitee of securities of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating Company pursuant to any the provisions of Section 16(b) of the foregoing Securities Exchange Act of 1934, as amended. (including in relation to enforcing the terms b) If Indemnitee is entitled under any provision of this paragraphAgreement to indemnification by the Company for only a portion (but not, however, for the total amount) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto Expenses or whether such Proceedings are brought Liabilities actually incurred by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred Indemnitee in connection with investigating any Proceeding, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses and Liabilities to which Indemnitee is entitled. If the indemnification provided for herein in respect of any Expenses or defending Liabilities actually incurred by Indemnitee in connection with any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found Proceeding is finally determined by a final, non-appealable judgment of a court of competent jurisdiction to arise be prohibited by applicable law, then the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount paid or payable by Indemnitee as a result of such Expenses and Liabilities in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and Indemnitee on the other hand from the willful misconduct events, circumstances, conditions, happenings, actions or gross negligence transactions from which such Proceeding arose, (ii) the relative fault of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses Company (including due diligence expenses, consultant's fees its other Authorized Representatives) on the one hand and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred Indemnitee on the other hand in connection with the Facility events, circumstances and any related documentation (including this Commitment Letterhappenings which resulted in such Expenses and Liabilities, such relative fault to be determined by reference to, among other things, the Term Sheetparties relative intent, knowledge, access to information and opportunity to correct or prevent the Fee Letterevents, circumstances and/or happenings resulting in such Expenses and Liabilities, and (iii) any other relevant equitable considerations, it being agreed that it would not be just and equitable if such contribution were determined by pro rata or other method of allocation which does not take into account the definitive documentation relating to the Facilityforegoing equitable considerations. (c) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person The indemnification provided herein shall be liable for any damages arising applicable only to Proceedings commenced after the date hereof, regardless, however, of whether they arise from acts, omissions, facts or circumstances occurring before or after the use by others date hereof. (d) The indemnification provided herein shall be applicable whether or not negligence of Information Indemnitee is alleged or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facilityproved, and you agree, regardless of whether such negligence be contributory or sole. (e) Amounts paid by the Company to the extent permitted Indemnitee under this Section 4 are subject to refund by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings Indemnitee as provided in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsSection 8.

Indemnity. You agree (a) to Each Borrower Party shall indemnify each Indemnified Person against, and hold each Indemnified Person harmless the Lenders and their respective affiliates and their respective officersfrom, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses to which (including the fees, charges and disbursements of any such indemnified person counsel for any Indemnified Person), and shall indemnify and hold harmless each Indemnified Person from all fees and time charges and disbursements for attorneys who may become subject be employees of any Indemnified Person, incurred by any Indemnified Person or asserted against any Indemnified Person by any third party or by any Borrower or any other Borrower Party arising out of or of, in connection with with, or as a result of (a) the execution or delivery of this Commitment LetterAgreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Facilityperformance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (b) any Loan or Letter of Credit or the use or proposed use of the proceeds thereoftherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower Party or any of its Subsidiaries, or any environmental liability related transaction in any way to any Borrower Party or any of its Subsidiaries, or (d) any actual or prospective claim, litigation, investigation, arbitration investigation or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (eachforegoing, whether based on contract, tort or any other theory, whether brought by a “Proceeding”)third party or by any Borrower or any other Borrower Party, and regardless of whether any indemnified person Indemnified Person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoingthereto, provided that the foregoing such indemnity will shall not, as to any indemnified personIndemnified Person, apply be available to the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found determined by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to arise or result have resulted from the gross negligence or willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expensesIndemnified Person. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, consultant's fees and expenses (if any)ANY SUCCESSOR, travel expensesASSIGNEE OR THIRD PARTY BENEFICIARY OR SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, and reasonable feesFOR INDIRECT, charges and disbursements PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT. This Section 6.18 shall survive termination of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsAgreement.

Indemnity. You agree (a) In addition to indemnify the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to the applicable Indemnitee’s selection of counsel), indemnify, pay and hold harmless the Lenders each Agent (and each sub-agent thereof), Arranger, Lender and each of their respective affiliates and their respective officers, directors, employees, advisors, and agents Related Parties (each, an “indemnified personIndemnitee”) ), from and against any and all lossesIndemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, claimsIN WHOLE OR IN PART, damagesUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, liabilities and related expenses to which OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that no Credit Party shall have any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating obligation to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection Indemnitee hereunder with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as respect to any indemnified person, apply to losses, claims, damages, liabilities or related expenses Indemnified Liabilities (i) to the extent they are such Indemnified Liabilities have been found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result have resulted from the gross negligence or willful misconduct or gross negligence of such indemnified person Indemnitee (or its directors, officers, employees or agents to the extent acting at the direction of such Indemnitee) or from a material breach in bad faith by such Indemnitee (or its directors, officers, employees or agents to the extent acting at the direction of such Indemnitee) of its agreements hereunder or (ii) to the extent arising out of any action, claim or proceeding not involving an act or omission of Parent, any Subsidiary or any of their respective Related Parties and that is brought by an Indemnitee against another Indemnitee (other than against any Agent in its capacity as such). All amounts due under this Section 9.3 shall be payable promptly after written demand therefor (which shall include documentation reasonably supporting such request). (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person Credit Party shall be liable for any damages arising from the use by others settlement of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, proceedings effected without the prior written consent of an indemnified person Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), provided that (i) if settled with Parent’s written consent or if there is a final judgment against an Indemnitee in any such proceedings, each Credit Party agrees to indemnify and hold harmless each Indemnitee from and against any and all Indemnified Liabilities by reason of such settlement or judgment in accordance with Section 9.3(a) and (ii) no such consent of Parent shall be required for, and an Indemnitee shall be entitled to indemnification in accordance with Section 9.3(a) with respect to, any such settlement in the event that (A) Parent or any other Credit Party was offered the ability to assume the defense of the proceedings that were the subject matter of such settlement and elected not to so assume or (B) such settlement is entered into more than 30 days after receipt by Parent of a request by such Indemnitee for reimbursement of its legal or other expenses incurred in connection with such proceedings and the Credit Parties shall not have reimbursed such Indemnitee in accordance with such request prior to the date of such settlement. No Credit Party shall, without the prior written consent of an Indemnitee, effect any settlement of any pending or threatened Proceedings proceeding in respect of which indemnity could have been sought hereunder by such indemnified person Indemnitee unless (a) such settlement (x) includes an unconditional release of such indemnified person Indemnitee in form and substance reasonably satisfactory to such indemnified person Indemnitee from all liability on claims that are the subject matter of such Proceedings proceeding and (by) does not include any statement as to, to or any admission of, of fault, culpability or a failure to act by or on behalf of such Indemnitee. (c) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any indemnified person claim against any Agent, Arranger or Lender or any injunctive relief Related Party of any of the foregoing on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or any duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (d) Each Credit Party agrees that no Agent, Arranger or Lender or Related Party of any of the foregoing will have any liability to any Credit Party or any Person asserting claims on behalf of or in right of any Credit Party or any other Person in connection with or as a result of this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except, subject to Section 9.3(c), in the case of any Credit Party to the extent that any losses, claims, damages, liabilities or expenses have been found by a final, non-monetary remedy. You acknowledge that any failure appealable judgment of a court of competent jurisdiction to comply with your have resulted from the gross negligence or willful misconduct of such Agent, Arranger or Lender (or its directors, officers or employees) in performing its obligations under the preceding sentence may cause irreparable harm to the Lenders and the this Agreement or any other indemnified personsCredit Document.

Indemnity. You agree (a) The BORROWER hereby agrees to indemnify indemnify, defend, reimburse and hold harmless the Lenders BANK and their respective affiliates each of its affiliates, and their respective all the directors, officers, directors, employees, advisorsagents, legal counsel and agents advisors of the BANK (each, an “indemnified person”"INDEMNIFIED PARTY") from and against any and all lossesclaims, claimsactions, proceedings, suits, damages, liabilities and related expenses to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claimsliabilities, damagescosts and expenses, liabilities or related expenses to including the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person fees and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses of one firm of counsel for all such INDEMNIFIED PARTIES, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (including due diligence expenseswhich may include a single firm of special counsel acting in multiple jurisdictions) for all such INDEMNIFIED PARTIES, consultant's fees taken as a whole (and, in the case of an actual or perceived conflict of interest where the INDEMNIFIED PARTY affected by such conflict informs the BORROWER of such conflict and expenses thereafter retains its own counsel, of another firm of counsel for such affected INDEMNIFIED PARTY and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (if anywhich may include a single firm of special counsel acting in multiple jurisdictions) for such affected INDEMNIFIED PARTY), travel expenses, and reasonable fees, charges and disbursements of counsel) which may be incurred by or asserted against any INDEMNIFIED PARTY in connection with the Facility and any related documentation (including this Commitment Letterwith, the Term Sheetor arising out of, the Fee Letter, and the definitive documentation or relating to any transaction or proposed transaction (whether or not consummated), contemplated by this AGREEMENT or any LOAN DOCUMENT (other than any TAXES); provided that such indemnity shall not, as to any INDEMNIFIED PARTY, be available to the Facilityextent that such claim, action, proceeding, suit, damage, loss, liability, cost or expense (a) is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence, bad faith or wilful misconduct of such INDEMNIFIED PARTY or (ii) a claim brought by the administrationBORROWER against such INDEMNIFIED PARTY for material breach in bad faith of such INDEMNIFIED PARTY'S obligations hereunder or (b) results from a proceeding that does not involve an act by the BORROWER or any of its AFFILIATES and that is brought by an INDEMNIFIED PARTY against any other INDEMNIFIED PARTY. This SECTION 8.01 shall not apply with respect to taxes other than any taxes that represent losses, amendment, modification claims or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personstax claim.

Indemnity. You agree (a) 9.3.1. Whether or not any credit is ever extended hereunder, and in addition to any other indemnifications herein or in any other Loan Documents, the Borrower agrees to indemnify and defend and hold harmless the Lenders and their respective affiliates and their respective officerson a current basis each Indemnified Party, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all liabilities, losses, claims, damages, liabilities costs, interest, charges, counsel fees and related other expenses to and penalties of any kind which any such indemnified person of the Indemnified Parties may become subject sustain or incur in connection with any investigative, administrative or judicial proceeding (whether or not the Lenders shall be designated a party thereto) or otherwise by reason of or arising out of the execution and delivery of this Agreement or in connection with this Commitment Letter, the Facility, the use any of the proceeds thereofother Loan Documents and/or the consummation of the transactions contemplated hereby or thereby. The indemnification provisions in this Section shall be enforceable regardless of whether the liability is based on past or present acts, past, present or future claims or legal requirements (including any past, present or future bulk sales law, environmental law, fraudulent transfer act, occupational safety and health law, or any related transaction products liability, securities or any actual or prospective claimother legal requirement), litigationAND REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, investigationCONCURRENT, arbitration or proceeding relating to CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR OF ANY OTHER INDEMNIFIED PARTY, OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING INDEMNIFICATION OR ON ANY OTHER INDEMNIFIED PARTY, but not any of the foregoing (including in relation to enforcing this Section arising from the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto willful misconduct or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any the gross negligence on the part of the foregoing, provided that the foregoing indemnity will not, Indemnified Party seeking indemnification under this Section as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by determined in a final, final non-appealable judgment of a court of competent jurisdiction with the foregoing indemnity surviving satisfaction of all obligations and the termination of this Agreement. 9.3.2. Any amount to arise be paid under Section 9.3 to the Collateral Agent or result any Lender shall be a demand obligation owing by the Borrower and shall bear interest from the willful misconduct date of expenditure by such Lender until paid at a per annum rate equal to the Default Rate. The obligations of the Borrower under Section 9.3 shall survive payment of the Notes and the assignment of any right hereunder. 9.3.3. To the extent that the Borrower fails to pay any amount required to be paid by it to any Indemnified Party under Section 7.17 or gross negligence Section 9.3.1, each Lender severally agrees to pay to the Collateral Agent, such Lender’s pro rata share of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person unpaid amount with respect to the foregoingamounts to be paid to the Collateral Agent (as determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Collateral Agent in its capacity as such. You For purposes hereof, a Lender’s “pro rata share” shall notbe determined based upon its share of outstanding Loans (or, without if all Loans have been paid in full, the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayedaggregate remaining Obligations), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless determined as if no Lender were a Defaulting Lender). All amounts due under this Section shall be payable not later than ten (a10) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsdays after written demand therefor.

Indemnity. You agree (a) The Manager agrees to indemnify and hold harmless the Lenders Company and their respective its officers, directors, employees, agents, affiliates and each person, if any, who controls the Company within the meaning of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this SECTION 10(a)) against any losses, claims, expenses, damages or liabilities (including amounts paid in settlement thereof) or litigation expenses (including legal and other expenses) (collectively, "Losses"), to which the Indemnified Parties may become subject, insofar as such Losses (i) result from a breach by the Manager of a material provision of this Agreement, or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement or prospectus of the Funds or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. The Manager will reimburse any legal or other expenses reasonably incurred by the Indemnified Parties in connection with investigating or defending any such Losses. The Manager shall not be liable for indemnification hereunder if such Losses are attributable to the negligence or misconduct of the Company in performing its obligations under this Agreement. (b) The Company agrees to indemnify and hold harmless the Manager and the Funds and their respective officers, directors, employees, advisorsagents, affiliates and agents each person, if any, who controls the Funds or the Manager within the meaning of the 1933 Act (eachcollectively, an “indemnified person”the "Indemnified Parties" for purposes of this SECTION 10(b)) from and against any and all losses, claims, damages, liabilities and related expenses Losses to which any such indemnified person the Indemnified Parties may become subject arising subject, insofar as such Losses (i) result from a breach by the Company of a material provision of this Agreement, or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in connection with this Commitment Letterany registration statement or prospectus of the Company regarding the Contracts, if any, or arise out of or are based upon the Facilityomission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) result from the use by any person of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to Remote Computer Terminal. The Company will reimburse each indemnified person upon demand for any legal or other expenses reasonably incurred by the Indemnified Parties in connection with investigating or defending any such Losses. The Company shall not be liable for indemnification hereunder if such Losses are attributable to the negligence or misconduct of the foregoingManager or the Funds in performing their obligations under this Agreement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of action, provided that such indemnified party will, if a claim in respect thereof is to be made against the foregoing indemnity indemnifying party hereunder, notify the indemnifying party of the commencement thereof but the omission so to notify the indemnifying party will not, as not relieve it from any liability which it may have to any indemnified personparty otherwise than under this SECTION 10. In case any such action is brought against any indemnified party, apply and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to lossesparticipate therein and, claims, damages, liabilities or related expenses to the extent they are found by a finalthat it may wish to, non-appealable judgment of a court of competent jurisdiction assume the defense thereof, with counsel satisfactory to arise or result such indemnified party, and after notice from the willful misconduct or gross negligence of indemnifying party to such indemnified person and (b) party of its election to reimburse assume the Lenders and their affiliates on demand defense thereof, the indemnifying party will not be liable to such indemnified party under this SECTION 10 for all out-of-pocket any legal or other expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) subsequently incurred by such indemnified party in connection with the Facility and defense thereof other than reasonable costs of investigation. (d) If the indemnifying party assumes the defense of any related documentation (including this Commitment Lettersuch action, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You indemnifying party shall not, without the prior written consent of an the indemnified person (which parties in such action, settle or compromise the liability of the indemnified parties in such action, or permit a default or consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement to the entry of any pending judgment in respect thereof, unless in connection with such settlement, compromise or threatened Proceedings consent, each indemnified party receives from such claimant an unconditional release from all liability in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsclaim.

Indemnity. You agree Subject to Section 11, each of Buyer and Seller (ain such capacity, "Indemnitor") agrees to indemnify and hold the other party (in such capacity, "Indemnitee") harmless the Lenders and their respective affiliates and their respective officers, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all lossesloss, claimscost, damagesliability, liabilities and related expenses to which any such indemnified person may become subject arising out of damage or in connection with this Commitment Letterexpense including, the Facilitywithout limitation, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's reasonable attorneys' fees and expenses costs in all trial and appellate proceedings (if any), travel expenses, and reasonable fees, charges and disbursements of counsel"Losses") incurred in connection with any claim by a third party, including, without limitation, any current or former shareholder, director, officer, employee or agent of Seller (a "Claim"), made, or arising out of (x) in the Facility and any related documentation case of Buyer (including this Commitment Letteras Indemnitor), the Term SheetAssumed Liabilities or the Other Assumed Liabilities or any failure by Buyer or Other Buyer, as the case may be, for any reason to pay, perform and discharge any Assumed Liabilities or Other Assumed Liabilities, as the case may be, or (y) in the case of Seller (as Indemnitor), the Fee LetterExcluded Liabilities or any failure by Seller for any reason to pay, and perform or discharge any Excluded Liabilities. Within not more than ten (10) days after the definitive documentation relating date upon which the Indemnitee receives a complaint filed against it or a formal written demand of it, the Indemnitee will deliver written notice (a "Claim Notice") to the Facility) or Indemnitor, describing in reasonable detail the administration, amendment, modification or waiver thereof. You also agree facts giving rise to such Claim and stating that no indemnified person shall have any liability the Indemnitee intends to you seek indemnification for any special, indirect, consequential or punitive damages. No indemnified person shall be liable for any damages arising such Claim from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via Indemnitor pursuant to this Agreement. The Indemnitor will have the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related right to settle all Claims upon terms and conditions acceptable to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person Indemnitor; provided that (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (ai) such settlement includes an unconditional release of the Indemnitee from all liability with respect to such Claim and (ii) such settlement does not involve the imposition of equitable remedies or the imposition of any material obligations on the Indemnitee other than financial obligations for which the Indemnitee will be indemnified person in form and substance hereunder. Upon timely receipt of a Claim Notice from the Indemnitee with respect to any Claim, the Indemnitor may assume the defense thereof with counsel of the Indemnitor's choice reasonably satisfactory to the Indemnitee, and will not be required to engage more than one law firm to defend the Claim in question; provided that such indemnified person from counsel is reasonably approved in writing by the Indemnitee, and without regard to whether such counsel also represents Indemnitor in defending such Claim. The Indemnitee will cooperate in all liability on claims reasonable respects in such defense. Subject to the foregoing duty of cooperation, the Indemnitee will have the right to employ separate counsel in any action or Claim and to participate in the defense thereof; provided that are the subject matter fees and expenses of counsel employed by the Indemnitee will be at the Indemnitee's sole cost and expense, except as otherwise herein provided. If the Indemnitor does not notify the Indemnitee in writing within ten (10) days after receipt of a Claim Notice that the Indemnitor elects to undertake the defense thereof, the Indemnitee will have the right, at the expense of the Indemnitor, to defend the Claim with counsel of the Indemnitee's choice. The parties hereto acknowledge that the law firm defending a Claim may have an inherent conflict of interest where the Indemnitor and Indemnitee have not agreed upon the Indemnitee's right to indemnification. Therefore, notwithstanding any provision herein to the contrary, unless an Indemnitor has acknowledged in writing its obligation to indemnify the Indemnitee, the Indemnitor will, and will cause the law firm defending the Claim to, at all times keep the Indemnitee fully advised of the status of settlement negotiations and/or defense of the Claim, and promptly provide to the Indemnitee copies of all documents and correspondence related to the Claim. If, at any time, the Indemnitee believes in good faith that the law firm defending the Claim is not fairly representing the Indemnitee's position with respect to such Claim and/or is prejudicing the Indemnitee's rights with respect to the Claim for indemnification, the Indemnitee may, at the Indemnitor's sole expense, retain separate counsel of the Indemnitee's choice, and such separate counsel will be entitled fully to participate in the defense of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or Claim on behalf of the Indemnitee. The Indemnitee will cooperate fully with the Indemnitor as to all Claims, will make available to the Indemnitor as reasonably requested all information, records and documents relating to all Claims and will preserve all such information, records and documents until final, nonappealable resolution of any indemnified person Claim. The Indemnitee will also make available to the Indemnitor, as reasonably requested, its personnel (including technical), agents and other representatives who are responsible for preparing or any injunctive relief maintaining information, records or other non-monetary remedydocuments, or who may have particular knowledge with respect to any Claim. You acknowledge that The Indemnitee will also cooperate with the Indemnitor in attempting to minimize the Losses subject to indemnification by considering in good faith any failure request to comply with your obligations under the preceding sentence may cause irreparable harm pursue, and/or assign to the Lenders and the other indemnified personsIndemnitor, any rights of contribution or to reimbursement, whether contractual or otherwise.

Indemnity. You agree (a) In addition to indemnify the payment of expenses pursuant to Section 10.2, Borrower will defend, indemnify, pay and hold harmless the Agents and Lenders (including Issuing Lender) and their respective affiliates Affiliates and each of their respective officersOfficers, directors, partners, trustees, employees, shareholders, agents, advisors, attorneys and agents controlling persons and each of their respective heirs, successors and assigns (eachcollectively called the “Indemnitees”), an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses to which Indemnified Liabilities (as hereinafter defined); provided that Borrower shall have any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating obligation to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection Indemnitee hereunder with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as respect to any indemnified person, apply to losses, claims, damages, liabilities or related expenses Indemnified Liabilities to the extent they such Indemnified Liabilities are found by a final, non-appealable judgment of a court of competent jurisdiction to arise have resulted from (i) the gross negligence, bad faith or result from the willful misconduct of that Indemnitee or gross negligence any of such indemnified person its Related Parties, (ii) a material breach by that Indemnitee of its obligations under the Loan Documents or (iii) any claim, action, suit, inquiry, litigation, investigation or other Proceeding that does not involve an act or omission of any Loan Party or any of their respective Affiliates and that is brought by one Indemnitee against another Indemnitee (other than any claim, action, suit, inquiry, litigation, investigation or other Proceeding brought by or against Administrative Agent or Arrangers in their respective capacities as such). (b) As used herein, “Indemnified Liabilities” means, collectively, any and all losses, claims, liabilities, costs or expenses incurred in connection with (i) this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including Lenders’ agreement to reimburse make the Lenders Loans hereunder or the use or intended use of the proceeds thereof or the issuance of Letters of Credit hereunder or the use or intended use of any thereof, the failure of Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Government Authority, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty), (ii) any Environmental Claim, Environmental Liability, or any Hazardous Materials Activity to the extent relating to or arising from any past or present activity, operation, land ownership, or practice of any Loan Party or any of its Subsidiaries or (iii) any claim, litigation, arbitration, investigation or Proceeding relating to any of the foregoing, and their affiliates on demand for all other out-of-pocket expenses (including due diligence expenses, consultant's the reasonable and documented out-of-pocket fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counselcounsel for Indemnitees in connection with any investigative, administrative or judicial Proceeding commenced or threatened by any Person, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee and regardless of whether or not any such Indemnitee shall be designated as a party or a potential party thereto and whether or not any such claim, litigation, arbitration, investigation or Proceeding is brought by the Borrower, its equity holders, its affiliates, its creditors or any other Person, and any fees or expenses incurred by Indemnitees in enforcing this indemnity) incurred in connection with the Facility and investigating, preparing to defend or defending or providing evidence in or preparing to serve or serving as a witness with respect to any related documentation (including this Commitment Letterlawsuit, the Term Sheetinvestigation, the Fee Letterarbitration, and the definitive documentation claim or other Proceeding relating to any of the Facility) or the administrationforegoing (including, amendmentwithout limitation, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility enforcement of the indemnification obligations under this Section 10.3) whether direct, indirect or in connection with its activities related to the Facilityconsequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and you agreecommercial laws, to the extent permitted by applicable lawstatutes, to not assert any claims rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any indemnified person such Indemnitee. This Section 10.3 shall not apply with respect to the foregoing. You shall notTaxes other than any Taxes that represent losses, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheldclaims, conditioned liabilities, costs or delayed), effect expenses arising from any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsTax claim.

Indemnity. You agree (ai) Except as provided below, to the fullest extent permitted by law, the LLC shall indemnify Old Mutual Intermediary (and hold harmless any Person that owns equity interests of Old Mutual Intermediary either directly or indirectly including, but not limited to, OM(US)H, OMAM, and Old Mutual plc (including, in each case, any director, officer, manager, member, partner, employee or other agent thereof) and any Member, officer or Manager (including Members, officers and Managers who serve at the Lenders and their respective affiliates and their respective LLC’s request as directors, officers, directorsmanagers, employeesmembers, advisorspartners, and employees or other agents (each, an “indemnified person”) from and against of another organization or who serve at its request in any and all losses, claims, damages, liabilities and related expenses to which any such indemnified person may become subject arising out of or in connection capacity including with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating respect to any of the foregoing (including employee benefit plan; such service is hereafter described as serving in relation to enforcing the terms of this paragrapha representative capacity) (each, a “ProceedingCovered Person”) against expenses, including attorney’s fees, and against the amount of any judgment, money, decree, fine, penalty, or settlement (provided the Board of Managers deems, in its sole discretion, the settlement to have been a reasonable one), regardless of whether any indemnified person is a party thereto necessarily paid or whether incurred by such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred Covered Person in connection with investigating or defending arising out of any claim, or any civil, administrative or criminal action, suit, or other proceeding of whatever nature brought against such Covered Person (other than an action brought by or in the right of the foregoingLLC) by reason of such Covered Person being or having been a Manager, officer or Member, serving or having served in a representative capacity, or acting or having acted, or failing to act or to have acted, pursuant to authority granted by this Agreement; provided, however, that any indemnity under this Section 15(a) shall be provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses out of and only to the extent they are found by a finalof the LLC’s assets, non-appealable judgment of a court of competent jurisdiction to arise and no Member, officer or result from Manager shall have personal liability on account thereof. Such indemnification shall apply even though at the willful misconduct or gross negligence time of such indemnified person claim, action, suit or proceeding such Covered Person is no longer a Member, officer or Manager of the LLC. The foregoing indemnification shall be conditioned, however, upon the Covered Person seeking it, at all times and from time to time, (A) fully disclosing to any Person designated by the Board of Managers all facts, events and occurrences which the Board of Managers in its sole discretion deems relevant to its decision to indemnify; and (bB) fully cooperating with and assisting the LLC and its counsel in any reasonable manner with respect to reimburse protecting or pursuing the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred LLC’s interests in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation matter relating to the Facility) subject matter of the claim, action, suit or the administration, amendment, modification or waiver thereofother proceeding for which indemnification is sought. You also agree that no indemnified person No indemnification shall have any liability to you be provided for any specialCovered Person (1) if such Covered Person has committed fraud, indirectgross negligence or willful misconduct as determined by the Board of Managers in its sole discretion, consequential (2) with respect to any matter as to which the Board of Managers determines that such Covered Person (other than Old Mutual Intermediary (and any Person that owns equity interests of Old Mutual Intermediary either directly or punitive damages. No indemnified person shall be liable for any damages arising from indirectly including OMAM, OM(US)H and Old Mutual plc), the use by others Partnership or OM(US)H Manager(s)) did not act in good faith in the reasonable belief that such Covered Person’s action was in the best interest of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agreeLLC or, to the extent permitted by applicable law, that such matter relates to not assert any claims against any indemnified person service with respect to any employee benefit plan, in the best interests of the participants, or the beneficiaries of such employee benefit plan, or (3) with respect to any criminal action or proceeding, if the Board of Managers determines that such Covered Person had reasonable cause to believe that its conduct was unlawful. In the event a Covered Person is a Manager, any decision of the Board of Managers referred to in the preceding sentence shall be made by the Consent of the Board of Managers without the vote of that Manager. (ii) Notwithstanding the foregoing. You , the LLC shall notnot provide indemnification for any former Manager, without officer or Member who, in the prior written consent judgment of an indemnified person the Board of Managers, was in serious or repeated breach of its duties as a Manager or Member. (which consent iii) Any rights of indemnification hereunder shall not be unreasonably withheldexclusive but shall be in addition to any other right which Old Mutual Intermediary, conditioned any Manager or delayed)any Member may have or obtain, effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory shall accrue to such Covered Person’s successors, assigns, heirs and legal representatives. (iv) Any employee of or agent for the LLC may be indemnified person from all liability on claims that are in such manner as the subject matter Board of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsManagers determines.

Indemnity. You agree (a) to Borrower shall indemnify and hold harmless the each of Agents, Lenders and their respective affiliates and their respective officers, directors, employees, advisorsAffiliates, and agents each such Person's respective Related Parties (each, an “indemnified person”) "Indemnified Person"), from and against any and all lossessuits, actions, proceedings, claims, damages, losses, liabilities and related expenses to (including reasonable legal fees, on a solicitor and client basis, and disbursements and other costs of investigation or defence, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such indemnified person may become subject Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, disputes between or among any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating parties to any of the foregoing Loan Documents (including in relation to enforcing the terms of this paragraph) (eachcollectively, a “Proceeding”"Indemnified Liabilities"), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, ; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person Borrower shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person shall not 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, including indemnification to an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, Indemnified Person to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personssuch suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or wilful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. You agree (a) Each Grantor hereby agrees to indemnify the Note Collateral Agent and hold harmless the Lenders Noteholder Secured Parties, and their respective affiliates successors, assigns, agents and their respective officers, directors, employees, advisors, and agents employees (each, an “indemnified personIndemnitee”) ), from and against any and all liabilities, damages, penalties, suits, costs, and expenses of any kind and nature (including all expenses of litigation or preparation therefor whether or not the Note Collateral Agent or any Noteholder Secured Party is a party thereto) imposed on, incurred by or asserted against the Note Collateral Agent or the Noteholder Secured Parties, or their respective successors, assigns, agents and employees, in any way relating to or arising out of this Agreement, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including latent and other defects, whether or not discoverable by the Note Collateral Agent or the Noteholder Secured Parties or any Grantor, and any claim for Patent, Trademark or Copyright infringement); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and related expenses to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damagespenalties, liabilities or related expenses to the extent they (x) are found determined by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to arise or result have resulted from the gross negligence or willful misconduct or gross negligence of such indemnified person and Indemnitee or such Indemnitee’s Related Parties or (by) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses arise from any dispute solely among Indemnitees. WITHOUT LIMITATION OF THE FOREGOING BUT SUBJECT TO ANY LIMITATION CONTAINED THEREIN, IT IS THE INTENTION OF EACH GRANTOR AND EACH GRANTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES (including due diligence expenses, consultant's fees and expenses (if anyINCLUDING ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR), travel expenses, and reasonable fees, charges and disbursements of counselWHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsINDEMNITEE.

Indemnity. You agree (a) to Whether or not the transactions contemplated hereby are consummated, the Companies, jointly and severally, shall indemnify and hold harmless the Lenders Agent-Related Persons, and their respective affiliates each Bank and their each of its respective officers, directors, employees, advisorscounsel, agents and agents attorneys-in-fact (each, an “indemnified person”"Indemnified Person") harmless from and against any and all liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, charges, expenses and related expenses to disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any such indemnified person may become subject Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Commitment Letter, Agreement or the Facility, Loans or the use of the proceeds thereof, whether or not any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person Indemnified Person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of (all the foregoing, provided collectively, the "Indemnified Liabilities"); provided, that the foregoing indemnity will not, as Companies shall have no obligation hereunder to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person Indemnified Person with respect to Indemnified Liabilities resulting solely from the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned gross negligence or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release willful misconduct of such indemnified person Indemnified Person. The agreements in form and substance reasonably satisfactory to such indemnified person from this Section shall survive payment of all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsObligations.

Indemnity. You agree (a) In addition to indemnify the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to 1095171012\7\AMERICAS defend (subject to the applicable Indemnitee’s selection of counsel), indemnify, pay and hold harmless the Lenders each Agent (and each sub-agent thereof), each Arranger, each Lender and each Issuing Bank and each of their respective affiliates and their respective officers, directors, employees, advisors, and agents Related Parties (each, an “indemnified personIndemnitee”) ), from and against any and all lossesIndemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, claimsIN WHOLE OR IN PART, damagesUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, liabilities and related expenses to which OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that no Credit Party shall have any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating obligation to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection Indemnitee hereunder with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as respect to any indemnified person, apply to losses, claims, damages, liabilities or related expenses Indemnified Liabilities to the extent they are such Indemnified Liabilities (i) have been found by a final, non-appealable judgment of a court of competent jurisdiction to arise have resulted from (A) the gross negligence, bad faith or result from the willful misconduct or gross negligence of such indemnified person and Indemnitee or its Related Parties or (bB) a material breach of the express obligations of such Indemnitee or its Related Parties under the Credit Documents (provided, that with respect to reimburse Indemnified Liabilities arising out of claims, demands, suits, actions, investigations or proceedings commenced or threatened by a Credit Party that are relating to any Letter of Credit, this clause (B) shall only apply to a material breach of the Lenders and their affiliates on demand for all out-of-pocket expenses express obligations of such Indemnitee or its Related Parties under the provisions of Section 2.3 with respect to such Letter of Credit) or (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements ii) arise out of counsel) incurred or in connection with any action, claim or proceeding not involving any act or omission of a Credit Party or the Facility equityholders or Affiliates of any Credit Party (or the Related Parties of any Credit Party) that is brought by an Indemnitee against another Indemnitee (other than against any Agent or any Arranger (or any holder of any other title or role) in its capacity as such). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any related documentation (including this Commitment Letterlaw or public policy, the Term Sheetapplicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. (m) To the extent permitted by applicable law, (i) no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Agent, any Arranger, any Lender or any Issuing Bank or any Related Party of any of the foregoing and (ii) no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against any Credit Party or any Related Party of any Credit Party, in each case, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or any duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the Fee Lettertransactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and the definitive documentation relating each Indemnitee and each Credit Party hereby waives, releases and agrees not to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have sue upon any liability to you such claim for any special, indirect, consequential or punitive damages. No indemnified person , whether or not accrued and whether or not known or suspected to exist in its favor; provided that nothing in this Section 10.3(b) shall be liable for diminish obligations of the Credit Parties under Section 10.2 or 10.3(a). (n) Each Credit Party agrees that none of the Agents, the Arrangers, the Lenders, the Issuing Banks or any damages arising from Related Party of any of the use by others foregoing will have any liability to any Credit Party or any Person asserting claims on behalf of Information or in right of any Credit Party or any other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages Person in connection with or as a result of this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the Facility transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection with its activities related therewith except (but subject to Section 10.3(b)), in the Facility, and you agreecase of any Credit Party, to the extent permitted by applicable lawthat any losses, to not assert any claims against any indemnified person with respect to the foregoing. You shall notclaims, without the prior written consent of an indemnified person (which consent shall not be unreasonably withhelddamages, conditioned liabilities or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could expenses have been sought hereunder found by such indemnified person unless (a) such settlement includes an unconditional release a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such indemnified person Agent, such Arranger, such Lender or such Issuing Bank in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, performing its express obligations under this Agreement or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsCredit Document.

Indemnity. You agree (a) to The Corporation shall indemnify and hold save harmless the Lenders and their respective Underwriter, its affiliates and their each of its respective directors, officers, directors, employees, advisorspartners, shareholders, subsidiaries, agents and agents any Person who may control any of the Underwriter (each, an “indemnified personIndemnified Party”) from and against any and all lossesliabilities, claims, damagesactions (including shareholder actions, liabilities derivative or otherwise), suits, proceedings, losses, costs, damages and related expenses of whatever nature or kind, joint or several, including without limitation the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees, expenses and taxes of their counsel that may be incurred in advising with respect to and/or defending any action, suit, proceedings, investigation or claim (collectively “Claims”) that may be made or threatened against any Indemnified Party or in enforcing this Agreement (including the indemnity provisions thereof) or to which any such indemnified person Indemnified Party may become subject arising or otherwise involved in any capacity insofar as the Claims relate to, and caused by, result from, arise out of or based upon, directly or indirectly, the Offering or the engagement of the Underwriter under the terms of this Agreement, including, without limitation, Claims in any way caused by, or arising directly or indirectly from, or in consequence of: (i) any breach of any representation or warranty of the Corporation contained herein or the failure of the Corporation to comply with its obligations hereunder; (ii) any information or statement (except any information or statement relating solely to the Underwriter or any of its directors, officers, employees, shareholders or agents) contained in the Disclosure Documents or in any certificate or other document of the Corporation delivered under or pursuant to this Agreement which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or to be untrue, false or misleading; (iii) any omission or alleged omission to state in the Disclosure Documents or in any certificate or other document of the Corporation delivered under or pursuant to this Agreement any fact (except facts relating solely to the Underwriter or any of its directors, officers, employees, shareholders or agents) required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made; (iv) any order made or enquiry, investigation or proceedings commenced or threatened by any securities regulator or other competent authority (A) based upon any untrue statement or omission or alleged untrue statement or alleged omission or any misrepresentation or alleged misrepresentation in any Disclosure Document (except a statement or omission or alleged statement or omission relating solely to the Underwriter or any of its directors, officers, employees, shareholders or agents), (B) based upon any failure of the Corporation or its officers and directors to comply with Applicable Securities Laws and the laws of those jurisdictions in which the Units are offered and sold (other than any failure or alleged failure to comply by the Underwriter or any of its directors, officers, employees, shareholders or agents), or (C) preventing or restricting the trading in or the sale or distribution of the Units in the Qualifying Jurisdictions (other than any failure or alleged failure to comply by the Underwriter or any of its directors, officers, employees, shareholders or agents); or (v) the non-compliance or alleged non-compliance by the Corporation or its insiders with Applicable Securities Laws, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection, provided that, if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that the liabilities, claims, actions, suits, proceedings, losses, costs, damages or expenses resulted from the gross negligence, fraud or wilful misconduct of an Indemnified Party claiming indemnity, this indemnity shall not apply. The Corporation also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Corporation or any Person asserting claims on behalf of or in right of the Corporation for or in connection with this Commitment LetterAgreement or the Offering, except to the Facilityextent any losses, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to lossesexpenses, claims, damagesactions, damages or liabilities or related expenses to incurred by the extent they Corporation are found determined by a final, non-appealable judgment of a court of competent jurisdiction in a final judgement that has become non-appealable to arise or result have resulted primarily from the willful misconduct or gross negligence or wilful misconduct of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsIndemnified Party.

Indemnity. You agree The Borrower shall indemnify the Administrative Agents (aand any sub-agent thereof), the Disbursement Agent, the Second Lien Collateral Agent and the Construction Consultant and each Related Party of any of the foregoing persons (each such person being called an “Indemnitee”) to indemnify against, and hold each Indemnitee harmless the Lenders and their respective affiliates and their respective officersfrom, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all reasonable and documented, out-of-pocket losses, claims, damages, liabilities and related expenses to which (including the fees, charges and disbursements of one counsel plus local counsel in each relevant jurisdiction for any such indemnified person may become subject Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any party hereto or any third party arising out of or of, in connection with this Commitment Letter, the Facility, the use of the proceeds thereofwith, or as a result of any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of Indemnitee’s performance under this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, Agreement; provided that the foregoing such indemnity will shall not, as to any indemnified personIndemnitee, apply be available to the extent that such losses, claims, damages, liabilities or related expenses to the extent they that are found determined by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to arise have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or result from the willful misconduct a claim brought by Borrower or gross negligence any other Loan Party against an Indemnitee for material breach in of such indemnified person Indemnitee’s obligations hereunder or under any other Loan Document if Borrower has obtained a final and (b) to reimburse non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The foregoing indemnities in this Section 9 shall survive the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements resignation or substitution of counsel) incurred in connection with the Facility and any related documentation (including this Commitment LetterDisbursement Agent, the Term SheetAdministrative Agents, the Fee Letter, and Second Lien Collateral and/or the definitive documentation relating to the Facility) Construction Consultant or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person shall be liable for any damages arising from the use by others termination of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsthis Agreement.

Indemnity. You agree In addition to the payment of expenses pursuant to --------- Section 13.1 whether or not the transactions contemplated hereby shall be consummated, Intermediate Holdings (aas "Indemnitor") agrees to indemnify indemnify, pay ---------- and hold harmless the Lenders Purchaser, and their respective affiliates and their respective the officers, directors, employees, advisorsagents, and agents Affiliates of the Purchaser (each, an “indemnified person”collectively called the "Indemnitees") harmless ----------- from and against any and all losses, claims, costs, expenses liabilities, damages, liabilities and related expenses disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to which any such indemnified person may become subject or arising out of or in connection with this Commitment LetterAgreement, the FacilityDiscount Notes or the other documents related to the transactions, the Purchaser's agreement to purchase the Discount Notes or the use or intended use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to of any of the foregoing proceeds thereof to Intermediate Holdings (including in relation the "Indemnified Liabilities"); provided, that Indemnitor ----------------------- -------- shall not have any obligation to enforcing an Indemnitee hereunder with respect to an Indemnified Liability to the terms extent that such Indemnified Liability arises from the gross negligence or willful misconduct of this paragraph) (eachthat Indemnitee. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, a “Proceeding”), regardless of whether that any indemnified person is a party thereto or whether failure to -------- give such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any notice shall not affect the obligations of the foregoing, Indemnitor unless (and then solely to the extent) such Indemnitor is prejudiced. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which they are responsible for indemnification hereunder (provided that the foregoing indemnity Indemnitor will not, as to not settle any indemnified person, apply to losses, claims, damages, liabilities or related expenses to such claim without (i) the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultantappropriate Indemnitee's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheldwithheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to the circumstances involving such claim) so long as in any such event the Indemnitor shall have stated in a writing delivered to the Indemnitee that, conditioned as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided, that the Indemnitor shall -------- not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee there are one or delayed)more material defenses available to the Indemnitee which are not available to the Indemnitor; provided, effect further, that with respect to any claim as to which the Indemnitee is -------- ------- controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any pending or threatened Proceedings claim pursuant to this Section 13.2 that is effected without its prior written consent. To the extent that the undertaking to indemnify, pay and hold harmless set forth in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm be unenforceable because it is violative of any law or public policy, Intermediate Holdings shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the Lenders payment and satisfaction of all Indemnified Liabilities incurred by the other indemnified personsIndemnities or any of them.

Indemnity. You agree (ai) The Grantor agrees to indemnify indemnify, pay and hold harmless the Lenders Beneficiary, the Trustee and their respective affiliates each of the other Secured Parties and their respective the officers, directors, employees, advisorsagents and Affiliates of the Beneficiary, the Trustee and agents each of the other Secured Parties (eachcollectively, an “indemnified person”the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damagescosts (including, liabilities without limitation, settlement costs), expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and related expenses to which any disbursements of counsel for such indemnified person may become subject arising out of or Indemnitees in connection with this Commitment Letterany investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against that Indemnitee, in any manner relating to or arising out hereof, the FacilityIndenture, the use of the proceeds thereofNotes, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors other Collateral Document or any other persondocument evidencing the Secured Obligations (including, and to reimburse each indemnified person upon demand for without limitation, any legal misrepresentation by the Grantor in this Deed of Trust, the Indenture, the Notes, any other Collateral Document or any other expenses incurred in connection with investigating or defending any of document evidencing the foregoingSecured Obligations (the "Indemnified Liabilities"); provided, provided however, that the foregoing indemnity will not, as Grantor shall have no obligation to any indemnified person, apply an Indemnitee hereunder with respect to losses, claims, damages, liabilities or related expenses Indemnified Liabilities to the extent they are found it has been determined by a final, non-appealable judgment final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction to arise or result that such Indemnified Liabilities arose from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letterpublic policy, the Term Sheet, Grantor shall contribute the Fee Letter, maximum portion which it is permitted to pay and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by satisfy under applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without payment and satisfaction of all Indemnified Liabilities incurred by the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, Indemnitees or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsthem.

Indemnity. You agree (a) The Company agrees to indemnify and hold harmless the Lenders Agents and the Banks and each of their respective affiliates and their respective Affiliates, officers, directors, employees, advisorsagents, advisors and agents (each, an “indemnified person”) from and representatives against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damagescosts, liabilities deficiencies, expenses, and related expenses disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against any Agent, any Bank, or any of their respective Affiliates, officers, directors, employees, agents, advisors or other representatives in any way relating to which any such indemnified person may become subject or arising out of or in connection with this Commitment Letterthe Loan Papers, the Facility, the use of the proceeds thereofany transaction related hereto, or any related act, omission, or transaction of the Company, its Subsidiaries, and Affiliates, or any actual of their employees, officers, directors or prospective claimother representatives, litigation, investigation, arbitration or proceeding relating to the extent that any of the foregoing (including in relation to enforcing same results, directly or indirectly, from any claims made or actions, suits, or proceedings commenced by or on behalf of any person other than an Agent or a Bank. The obligation of the terms Company under this section shall continue for a period of this paragraph) (each, a “Proceeding”), regardless one year after payment of whether the Obligation and termination of any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other personall Loan Papers, and to reimburse SHALL APPLY WHETHER OR NOT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY AGENT OR ANY BANK; provided, however, that although each indemnified person upon demand party shall have the right to be indemnified from its own ordinary negligence, no indemnified party shall have the right to be indemnified hereunder for any legal willful misconduct or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses gross negligence to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from jurisdiction. To the willful misconduct or gross negligence of such indemnified person and (b) to reimburse fullest extent permitted by applicable law, the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expensesCompany shall not assert, and reasonable feeshereby waives, charges and disbursements any claim against any indemnified party, on any theory of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letterliability, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as towith, or any admission as a result of, faultthis Agreement, culpability or a failure to act by or on behalf of any indemnified person other Loan Papers or any injunctive relief agreement or other non-monetary remedy. You acknowledge that instrument contemplated hereby, the transactions contemplated hereby or thereby, any failure to comply with your obligations under Loan or Letter of Credit or the preceding sentence may cause irreparable harm to use of the Lenders and the other indemnified personsproceeds thereof.

Indemnity. You agree (a) to indemnify Whether or not the transactions contemplated hereby shall be consummated, the Company shall pay, indemnify, and hold harmless the Lenders Agent-Related Persons, and their respective affiliates each Bank and each of their respective officers, directors, employees, advisorscounsel, agents and agents attorneys-in-fact (each, an “indemnified person”"Indemnified Person") harmless from and against any and all liabilities, obligations, losses, claims, damages, liabilities and related penalties, actions, judgments, suits, costs, charges, expenses to or disbursements (including Attorney Costs) of any kind or nature whatsoever which may be incurred by or asserted against any such indemnified person may become subject Indemnified Person arising out of relating to the execution, delivery, enforcement, performance or in connection administration of this Agreement or any other Loan Documents, or the transactions contemplated hereby and thereby, and with respect to any investigation, litigation or proceeding related to this Commitment Letter, Agreement or the Facility, Loans or the use of the proceeds thereof, whether or not any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person Indemnified Person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of (all the foregoing, provided collectively, the "Indemnified Liabilities"); provided, that the foregoing indemnity will not, as Company shall have no obligation hereunder to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person Indemnified Person with respect to Indemnified Liabilities arising solely from the foregoingnegligence or willful misconduct of such Indemnified Person. You The obligations in this Section 10.5 shall not, without survive payment or satisfaction of all other Obligations. At the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement election of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by Indemnified Person, the Company shall defend such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably Indemnified Person using legal counsel satisfactory to such indemnified person from all liability on claims that are Indemnified Person in such Person's sole discretion, at the subject matter sole cost and expense of such Proceedings and the Company. All amounts owing under this Section 10.5 shall be paid within thirty (b30) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedydays after demand. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified persons.10.6

Indemnity. You agree (a) The representations, warranties and covenants made by the Subscriber herein shall survive the acceptance by the Company of his/her/its Subscription. The Subscriber acknowledges that he/she/it understands the meaning and legal consequences of the representations and warranties contained in Section 7, and Subscriber hereby agrees to indemnify and hold harmless the Lenders Company and their respective affiliates and their its respective officers, directors, employeesmanaging and non-managing members, advisorsemployees and agents and affiliates, and agents each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (eachthe “Indemnitee”), an “indemnified person”) from and against any and all losses, claims, demands, damages, judgments, liabilities and related expenses (including costs and including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty, or breach, or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the Indemnitees in connection with this Offering) incurred by each such person and/or entity in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to which any such indemnified person Indemnitee may become subject arising out of under the Securities Act, under any statutes, at common law, foreign law or in connection with this Commitment Letterotherwise, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether insofar as such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damagesdemands, liabilities and/or expenses: (a) arise out of or related expenses to the extent they are found by a final, non-appealable judgment based upon any untrue statement of a court of competent jurisdiction to arise fact made by the Subscriber and contained in this Agreement, or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expensesarise out of or are based upon any breach by Subscriber of any representation, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internetwarranty, or for any special, indirect, consequential or punitive damages in connection with the Facility agreement made by Subscriber contained herein or in connection with its activities related to the FacilityInvestor Questionnaire, and you agreeor (c) arise out of the sale/transfer of Units, to of the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as toSecurities Act, or any admission ofother applicable state, faultfederal, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedyforeign securities law. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified persons.Opening Night Enterprises/Subscription Agreement & Investor Questionnaire/(2019/20) 11

Indemnity. You agree (a) The Seller agrees to indemnify and hold harmless the Lenders Manager (for itself and on trust for each Relevant Person (as defined below)) and its Affiliates, and their respective affiliates and their respective directors, officers, directorsagents and employees and each other person, employeesif any, advisors, and agents controlling the Manager or any of its Affiliates (each, an “indemnified person”each a "Relevant Person") from and against any and all losses, claims, damages, liabilities and related or expenses to which any such indemnified person Relevant Person may become subject suffer or incur or, in each case, actions in respect thereof, related to or arising out of (i) any breach or alleged breach of the representations and warranties of the Seller contained in this Agreement, (ii) any failure or alleged failure of the Seller to perform its obligations under this Agreement or its subject matter or (iii) any Relevant Person's role in connection with this Commitment Letterherewith (including, the Facilityin each case, the use actions arising out of the proceeds thereofSale contemplated by this Agreement but excluding, or in the case of (iii) only, any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found finally judicially determined by a final, non-appealable judgment of a court of competent jurisdiction to arise have resulted from (and then only to the extent of) such Relevant Person's gross negligence, wilful default or result from fraud), and the willful misconduct or gross negligence of such indemnified person and (b) to Seller shall reimburse the Lenders and their affiliates on demand any Relevant Person for all out-of-pocket properly incurred expenses (including due diligence expenses, consultant's legal fees and expenses any applicable taxes) as they are incurred by such Relevant Person in connection with investigating, preparing or defending any such action or claim, whether or not in connection with a pending or threatened litigation in which such Relevant Person is a party. If a Relevant Person is subject to tax in respect of any indemnity payable under this Clause 9, the sum payable shall be increased to such amount as will ensure that after payment of such tax such Relevant Person shall be left with a sum equal to the amount that it would have received in the absence of such charge to tax (if anyafter giving credit for any tax relief available in respect of the matter giving rise to the indemnity). The obligations of the Seller under this Clause 9 shall be in addition to any liability that the Seller may otherwise have. The Seller agrees that none of the Relevant Persons shall have any liability (save for the obligations imposed on the Manager under this Agreement and to the extent any liability resulted directly from any matter finally judicially determined to be caused by the gross negligence, travel expenseswilful default or fraud on the part of the Relevant Person) to the Seller or any other person, and reasonable feesdirectly or indirectly, charges and disbursements arising out of counsel) incurred or in connection with the Facility and Sale or any related documentation transactions contemplated hereby. Nothing in this Agreement is intended to give any person who is not a party to this Agreement any legal or equitable right, remedy or claim whatsoever to enforce any provision of this Agreement which such person would not have had but for the Singapore Contracts (including this Commitment LetterRights of Third Parties) Xxx 0000, except that each Relevant Person will have the Term Sheet, right under the Fee Letter, and Singapore Contracts (Rights of Third Parties) Xxx 0000 to enforce its rights against the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereofCompany under Clause 9. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, Save to the extent permitted notified in writing by applicable law, to not assert any claims against any indemnified person with respect the Manager to the foregoing. You shall notappropriate Relevant Person, the Manager (without obligation) will have the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement sole conduct of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or action on behalf of any indemnified person Relevant Person under Clause 9. The Manager will have no responsibility to any other Relevant Party under or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsas a result of this Agreement.

Indemnity. You agree (a) to Each Loan Party that is a signatory hereto shall jointly and severally indemnify and hold harmless each of the Administrative Agent, the Lenders and their respective affiliates Affiliates, and their each such Person’s respective officers, directors, employees, advisorsattorneys, agents and agents representatives (each, an “indemnified personIndemnified Person”) ), from and against any and all lossessuits, actions, proceedings, claims, damages, losses, liabilities and related expenses to which (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted by any third party or by any Loan Party against or incurred by any such indemnified person may become subject Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, disputes between or among any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating parties to any of the foregoing Loan Documents (including in relation to enforcing the terms of this paragraph) (eachcollectively, a “ProceedingIndemnified Liabilities”); provided, regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person such Loan 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, including indemnification to an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, Indemnified Person to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personssuch suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. You agree (a) The Seller agrees to indemnify and hold harmless the Lenders Manager and its Affiliates, and their respective affiliates and their respective directors, officers, directorsagents and employees and each other person, employeesif any, advisors, and agents controlling each Manager or any of its Affiliates (each, an each a “indemnified personRelevant Person”) from and against any and all losses, claims, damages, liabilities and related or expenses to which any such indemnified person Relevant Person may become subject suffer or incur or, in each case, actions in respect thereof, related to or arising out of (i) any breach or alleged breach of the representations and warranties of the Seller contained in this Agreement, (ii) any failure or alleged failure of the Seller to perform its obligations under the Agreement or (iii) any Relevant Person’s role in connection with this Commitment Letterherewith (including, the Facilityin each case, the use actions arising out of the proceeds thereofSale contemplated by the Agreement but excluding, or in the case of (iii) only, any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found finally judicially determined by a final, non-appealable judgment of a court of competent jurisdiction to arise have resulted from (and then only to the extent of) such Relevant Person’s gross negligence, wilful default or result from fraud), and the willful misconduct or gross negligence of such indemnified person and (b) to Seller will reimburse the Lenders and their affiliates on demand any Relevant Person for all out-of-pocket properly incurred expenses (including due diligence expenses, consultant's legal fees and expenses (if any), travel any irrecoverable VAT on any incurred expenses, and reasonable fees, charges and disbursements of counsel) as they are incurred by such Relevant Person in connection with the Facility and investigating, preparing or defending any related documentation (including this Commitment Lettersuch action or claim, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) whether or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages not in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any a pending or threatened Proceedings litigation in which such Relevant Person is a party. If a Relevant Person is subject to tax in respect of which any indemnity could have been sought hereunder by payable under this Clause 9, the sum payable shall be increased to such indemnified person unless (a) such settlement includes an unconditional release amount as will ensure that after payment of such indemnified person tax such Relevant Person shall be left 15 To be included if the Seller will hold a residual stake in form and substance reasonably satisfactory the Company after the Sale. An alternative to such indemnified person from all liability on claims the lock-up would be a representation by the Seller that are it will not hold any equity securities of the subject matter Company following the trade. with a sum equal to the amount that it would have received in the absence of such Proceedings and charge to tax (bafter giving credit for any tax relief available in respect of the matter giving rise to the indemnity). The obligations of the Seller under this Clause 9 shall be in addition to any liability that the Seller may otherwise have. As used in this Agreement, “Affiliate” shall have the meaning specified in Rule 501(b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations Regulation D under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsSecurities Act (“Regulation D”).

Indemnity. You agree The Borrower shall indemnify the Administrative Agent, the Lead Arrangers, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (aeach such Person being called an “Indemnitee”) to indemnify against, and hold each Indemnitee harmless the Lenders and their respective affiliates and their respective officersfrom, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses to which expenses, including the fees, charges and disbursements of any such indemnified person may become subject counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of or of, in connection with this Commitment Letterwith, or as a result of the arrangement and the syndication of the credit facilities provided for herein, the Facilityexecution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, any Loan or Letter of Credit or the use of the proceeds thereoftherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), any actual or alleged presence or release or threatened release of Hazardous Materials at, under, on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related transaction in any way to the Borrower or any of its Subsidiaries, or any actual or prospective claim, litigation, investigation, arbitration investigation or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (eachforegoing, a “Proceeding”)whether based on contract, tort or any other theory and regardless of whether any indemnified person Indemnitee is a party thereto or and regardless of whether such Proceedings are brought matter is initiated by you, your equity holders, affiliates, creditors a third party or by the Borrower or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, Affiliate thereof; provided that the foregoing such indemnity will shall not, as to any indemnified personIndemnitee, apply be available to the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found determined by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to arise or result have resulted from the gross negligence or willful misconduct or gross negligence of such indemnified person and (bIndemnitee or its Affiliates, officers, directors or employees. This Section 9.03(b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person apply with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned Taxes other than any Taxes that represent losses or delayed), effect damages from any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsTax claim.

Indemnity. You agree In addition to the payment of expenses pursuant to Sections 10.2 and 10.3, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (a) subject to indemnify Indemnitees’ reasonable approval of counsel), indemnify, pay and hold harmless harmless, each Agent and Bank and the Lenders and their respective affiliates and their respective officers, partners, directors, trustees, investment advisors, employees, advisors, agents and agents Affiliates of each Agent and each Bank (each, an “indemnified personIndemnitee”) ), from and against any and all lossesIndemnified Liabilities; provided, claims, damages, liabilities and related expenses to which no Credit Party shall have any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating obligation to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection Indemnitee hereunder with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as respect to any indemnified person, apply to losses, claims, damages, liabilities or related expenses Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.4 may be unenforceable in whole or in part because they are found in violation of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by a finalIndemnitees or any of them. (a) To the extent permitted by applicable law, non-appealable judgment of a court of competent jurisdiction to arise or result from no Credit Party shall assert, and each Credit Party hereby waives, any claim against the willful misconduct or gross negligence of such indemnified person and (b) to reimburse Banks, the Lenders Agents and their affiliates respective Affiliates, directors, employees, attorneys or agents, on demand any theory of liability, for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) in connection with the Facility with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof or any act or omission or event occurring in connection with its activities related to the Facilitytherewith, and you agreeXerium and each other Credit Party hereby waives, releases and agrees not to the extent permitted by applicable law, to not assert xxx upon any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, claim or any admission ofsuch damages, fault, culpability whether or a failure not accrued and whether or not known or suspected to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsexist in its favor.

Indemnity. You agree (a) to The Borrower shall indemnify each Credit Party and each Related Party thereof (each such Person being called an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless the Lenders and their respective affiliates and their respective officersfrom, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses to which expenses, including the reasonable fees, charges and disbursements of any such indemnified person may become subject counsel for any Indemnified Person, incurred by or asserted against any Indemnified Person arising out of or of, in connection with this Commitment Letterwith, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the Facilityperformance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or any other transactions contemplated thereby (including the Eckerd Acquisition), (ii) any Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related transaction in any way to the Borrower or any of the Subsidiaries or (iv) any actual or prospective claim, litigation, investigation, arbitration investigation or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (eachforegoing, a “Proceeding”)whether based on contract, tort or any other theory and regardless of whether any indemnified person Indemnified Person is a party thereto or whether thereto, PROVIDED that such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will shall not, as to any indemnified personIndemnified Person, apply be available to the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found determined by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to arise or result have resulted primarily from the gross negligence or willful misconduct or gross negligence of such indemnified person Indemnified Person. Notwithstanding the above, the Borrower shall have no liability under clause (i) of this Section to indemnify or hold harmless any Indemnified Person for any losses, claims, damages, liabilities and related expenses relating to income or withholding taxes or any tax in lieu of such taxes. (b) To the extent that the Borrower fails to reimburse promptly pay any amount required to be paid by it to the Administrative Agent under subsection (a) of this Section, each Lender severally agrees to pay to the Administrative Agent an amount equal to the product of such unpaid amount MULTIPLIED BY (i) at any time when no Loans are outstanding, its Commitment Percentage, or if no Commitments then exist, its Commitment Percentage on the last day on which Commitments did exist, and (ii) at any time when Loans are outstanding (x) if the Commitments then exist, its Commitment Percentage or (y) if the Commitments have been terminated or otherwise no longer exist, the percentage equal to the fraction, (A) the numerator of which is the sum of such Lender's Credit Exposure and (B) the denominator of which is the sum of the Aggregate Credit Exposure (in each case determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), PROVIDED that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent in its capacity as such. (c) The obligations of the Borrower and the Lenders under this Section 11.10 shall survive the termination of the Commitments and their affiliates on demand for the payment of the Loans and the Notes and all out-of-pocket expenses other amounts payable under the Loan Documents. (including due diligence expensesd) To the extent permitted by applicable law, consultant's fees and expenses (if any), travel expensesthe Borrower shall not assert, and reasonable feeshereby waives, charges and disbursements any claim against any Indemnified Person, on any theory of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letterliability, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages (as opposed to direct and actual damages) arising out of, in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as towith, or any admission as a result of, fault, culpability or a failure to act by or on behalf of any indemnified person Loan Document or any injunctive relief agreement, instrument or other non-monetary remedy. You acknowledge that document contemplated thereby, the transactions contemplated hereby or any failure to comply with your obligations under Loan or the preceding sentence may cause irreparable harm to use of the Lenders and the other indemnified personsproceeds thereof.

Indemnity. You agree To the fullest extent permitted by law, but subject to the limitations in Section 9.3(B) hereof, and to the extent not resulting from any act, omission, negligence or willful misconduct of the Landlord Parties (a) as hereinafter defined), Tenant agrees to indemnify and hold save harmless the Lenders and their respective affiliates and their respective officers, directors, employees, advisors, and agents (each, an “indemnified person”) Landlord Parties from and against all claims by third parties of whatever nature to the extent arising from or claimed to have arisen from (i) any and all lossesact, claimsomission or negligence of the Tenant Parties (as hereinafter defined) occurring in the Premises, damagesthe Building or Complex; (ii) any accident, liabilities and related expenses injury or damage whatsoever caused to any person, or to the property of any person, occurring in or about the Premises from the earlier of (A) the date on which any such indemnified person may become subject arising out Tenant Party first enters the Premises in accordance with the provisions of Exhibit B-1 attached hereto or in connection with this Commitment Letter(B) the Commencement Date, and thereafter throughout and until the Facility, the use end of the proceeds Lease Term, and after the end of the Lease Term for so long after the end of the Lease Term as Tenant or anyone acting by, through or under Tenant is in occupancy of the Premises or any portion thereof; (iii) any accident, injury or damage whatsoever occurring outside the Premises but within the Building, or the Complex, where such accident, injury or damage results, or is claimed to have resulted, from any related transaction act, omission or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to negligence on the part of any of the foregoing Tenant Parties; or (including in relation iv) any breach of this Lease by Tenant (but only to enforcing the extent a specific remedy for such breach is not otherwise provided for pursuant to the terms of this paragraph) (eachLease); provided, a “Proceeding”)however, regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred that in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person event shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person shall Tenant be liable for any indirect or consequential damages arising from except as provided in Section 9.17 below. Tenant shall pay such indemnified amounts as they are incurred by the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoingLandlord Parties. You shall not, without the prior written consent of an indemnified person (which consent This indemnification shall not be unreasonably withheld, conditioned construed to deny or delayed), effect reduce any settlement other rights or obligations of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations of the Landlord Parties may have under this Lease or the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personscommon law.

Indemnity. You agree (a) Company agrees to indemnify and hold harmless the Lenders and their respective affiliates and their respective officersRoyalty Owner, directors, employees, advisorsWarrant Owner, and agents each Holder Party (each, an “indemnified personIndemnitee”) ), upon demand, from and against any and all lossesliabilities, obligations, broker’s fees, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever (in this section collectively called “liabilities and related expenses costs”) which to which any such indemnified person may become subject arising out of extent (in whole or in connection part) may be imposed on, incurred by, or asserted against such Indemnitee growing out of, resulting from or in any other way associated with this Commitment Letterany of the ORRI, the FacilityCollateral, the use Note Documents and the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein (whether arising in contract or in tort or otherwise). Among other things, the foregoing indemnification covers all liabilities and costs incurred by any Indemnitee related to any breach of the proceeds thereofa Note Document by a Restricted Person, any bodily injury to any Person or damage to any Person’s property, or any related transaction violation or noncompliance with any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to Environmental Laws by any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors Indemnitee or any other personPerson or any liabilities or duties of any Indemnitee or any other Person with respect to Hazardous Materials found in or released into the environment. provided only that no Indemnitee shall be entitled under this section to receive indemnification for that portion, if any, of any liabilities and to reimburse each indemnified person upon demand for costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any legal Person (including Company or other expenses incurred in connection with investigating or defending any of its Affiliates) ever alleges such gross negligence or willful misconduct by any Indemnitee, the foregoingindemnification provided for in this section shall nonetheless be paid upon demand, provided that the foregoing indemnity will notsubject to later adjustment or reimbursement, until such time as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, enters a final judgment as to the extent permitted by applicable lawand effect of the alleged gross negligence or willful misconduct. As used in this section the term “Indemnitee” shall refer not only to Royalty Owner, Warrant Owner and each Holder Party designated as such in Section 1.1 but also to not assert any claims against any indemnified person with respect to the foregoing. You shall noteach director, without the prior written consent officer, agent, trustee, attorney, employee, representative and Affiliate of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by for such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsPerson.

Indemnity. You agree (a) In addition to indemnify and without limiting the generality of Section 12.1, Contractor expressly agrees to indemnify, defend and hold harmless the Lenders State of Oregon and their respective affiliates and their respective its agencies, subdivisions, officers, directors, employees, advisors, employees and agents (each, an “indemnified person”) harmless from and against any and all third party claims, suits, actions, losses, claims, damages, liabilities liabilities, statutory penalties, costs and related expenses to which of any such indemnified person may become subject nature whatsoever resulting from, arising out of or in connection relating to any claims that the Deliverables or the Application Services or use thereof infringe or violate any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other proprietary right (collectively, “Intellectual Property Rights”) of any third party. If Contractor believes at any time that the Deliverables or the Application Services infringe a third party’s Intellectual Property Rights, Contractor may upon receipt of Agency’s prior written consent, which Agency will not unreasonably withhold, (i) replace an infringing item with this Commitment Lettera non-infringing item that meets or exceeds the performance and functionality of the replaced item; or (ii) obtain for Agency the right to continue to use the infringing item; or (iii) modify the infringing item to be non-infringing, provided that, following any replacement or modification made pursuant to the foregoing, the Facility, Application Services continue to function in material conformance with the use of the proceeds thereof, specifications set forth in this Contract. Contractor’s failure or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating inability to accomplish any of the foregoing (including in relation to enforcing the terms will be deemed a material breach of this paragraph) (eachContract, and Agency may pursue any rights and remedies available to it under this Contract, including termination. Contractor will not be liable under this Section 12.2 for any claim for infringement based solely on the following: Agency’s modification of the Deliverables or the Application Services other than as contemplated by this Contract, a “Proceeding”)Deliverable, regardless the Requirements or Application Services specifications, or as otherwise authorized by Contractor in writing; Use of whether the Deliverables or the Application Services in a manner other than as contemplated in this Contract, a Deliverable, the Application Requrirements orApplication Services specifications, or as otherwise authorized by Contractor in writing; or Use of the Deliverables or the Application Services in combination, operation, or use of with other products other than as contemplated by this Contract, a Deliverable, the Requirements or Application Services specifications, or as otherwise authorized by Contractor in writing. Control of Defense and Settlement. Contractor’s obligation to indemnify Agency as set forth in Sections 12.1 and 12.2 is conditioned on Agency providing to Contractor prompt notification of any indemnified person claim or potential claim of which Agency becomes aware that may be the subject of those sections. Contractor will have control of the defense and settlement of any claim that is a party thereto subject to Section 12.1 or whether such Proceedings are brought Section 12.2; however, neither Contractor nor any attorney engaged by you, your equity holders, affiliates, creditors Contractor will defend the claim in the name of the State of Oregon or any other personagency of State, and nor purport to reimburse each indemnified person upon demand for any act as legal representative of the State of Oregon or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall notagencies, without the prior written consent approval of an indemnified person (which consent shall not be unreasonably withheldthe Attorney General, conditioned or delayed), effect nor will Contractor settle any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or claim on behalf of any indemnified person the State of Oregon without the approval of the Attorney General. State, at its election and expense, assume its own defense and settlement in the event that State determines that Contractor is prohibited from defending the State of Oregon, is not adequately defending the State of Oregon’s interests, or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders an important governmental principle is at issue and the other indemnified personsState of Oregon desires to assume its own defense.

Indemnity. You agree (a) The Corporation agrees to indemnify and hold save harmless the Lenders Agent and the U.S. Agent and their respective affiliates affiliates, and each of their respective directors, officers, directors, employees, advisorsshareholders, partners, agents and agents advisors (collectively, the “Indemnified Parties” and each, an “indemnified personIndemnified Party”) ), from and against any and all losseslosses (except loss of profit), claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and related the reasonable, actual and accountable fees and expenses of their counsel in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the “Claims”) to which any such indemnified person an Indemnified Party may become subject arising or otherwise involved in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the performance of professional services rendered to the Corporation by an Indemnified Party hereunder or otherwise in connection with the matters referred to in this Commitment LetterAgreement, whether performed before or after the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms Corporation’s execution of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other personAgreement, and further agrees to immediately reimburse each indemnified person Indemnified Party forthwith, upon demand demand, for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating any Claim. The Corporation also agrees that no Indemnified Party shall have any liability (either direct or defending indirect, in contract or tort or otherwise) to the Corporation or any person asserting Claims on the Corporation’s behalf or in right for or in connection with the performance of professional services rendered to the Corporation by an Indemnified Party hereunder or otherwise in connection with the matters referred to in this Agreement, whether performed before or after the Corporation’s execution of the foregoingAgreement, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses except to the extent they that any losses, expenses, Claims, actions, damages or liabilities incurred by the Corporation are found determined by a final, non-appealable judgment of a court of competent jurisdiction in a final judgement that has become non-appealable to arise or result have resulted from the willful Indemnified Party’s breach of this Agreement, or the gross negligence, wilful misconduct or gross negligence fraud of such indemnified person Indemnified Party. In the event and (b) to reimburse the Lenders and their affiliates on demand for all outextent that a court of competent jurisdiction in a final judgement that has become non-of-pocket expenses (including due diligence expensesappealable determines that an Indemnified Party breached this Agreement, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements or was grossly negligent or guilty of counsel) incurred wilful misconduct or fraud in connection with a Claim in respect of which the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating Corporation has advanced funds to the Facility) Indemnified Party pursuant to this indemnity, such Indemnified Party shall immediately reimburse such funds to the Corporation and thereafter this indemnity shall not apply to such Indemnified Party in respect of such Claim. The Corporation agrees to waive any right the Corporation might have of first requiring the Indemnified Party to proceed against or the administrationenforce any other right, amendmentpower, modification remedy or waiver thereofsecurity or claim payment from any other person before claiming under this indemnity. You also agree that no indemnified person shall have In case any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including Claim is brought against an electronic platform or otherwise via the internetIndemnified Party, or for any special, indirect, consequential or punitive damages in connection with an Indemnified Party has received notice of the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement commencement of any pending or threatened Proceedings investigation in respect of which indemnity could may be sought against the Corporation, the Indemnified Party will give the Corporation prompt written notice of any such Claim or investigation of which the Indemnified Party has knowledge and the Corporation will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected and the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Corporation of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in the forfeiture by the Corporation of substantive rights or defences or the extent that the Corporation is materially prejudiced thereby. No admission of liability and no settlement, compromise or termination of any Claim shall be made without the Corporation’s consent and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld. Notwithstanding that the Corporation will undertake the investigation and defence of any Claim, an Indemnified Party will have been sought hereunder by the right to employ separate counsel with respect to any Claim and participate in the defence thereof, but the fees and expenses of such indemnified person unless counsel will be at the expense of the Indemnified Party unless: (a) such settlement includes an unconditional release the employment of such indemnified person counsel has been authorized in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are writing by the subject matter of such Proceedings and Corporation; (b) does the Corporation has not assumed the defence within a reasonable period of time after receiving notice of such Claim; (c) the named parties to any such Claim include both the Corporation and the Indemnified Party and the Indemnified Party shall have been advised by counsel in writing that there may be a conflict of interest between the Corporation and the Indemnified Party; or (d) the Indemnified Party has been advised in writing by counsel that there are one or more defences available to the Indemnified Party which are different from or in addition to those available to the Corporation, which makes representation by the same counsel inappropriate. The rights accorded to the Indemnified Parties hereunder shall be in addition to any statement as to, rights an Indemnified Party may have at common law or otherwise. If for any reason the foregoing indemnification is unavailable (other than in accordance with the terms hereof) to the Indemnified Parties (or any admission ofof them) or insufficient to hold them harmless, faultthen the Corporation shall contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Indemnified Parties on the other hand, culpability but also the relative fault of the Corporation and the Indemnified Parties, as well as any other equitable considerations which may be relevant; provided that the Corporation shall, in any event, contribute to the amount paid or payable by the Indemnified Parties as a failure result of such Claim, any amount in excess of the fees actually received by the Indemnified Parties hereunder in which case such fees and expenses will be for the Corporation’s account. The Corporation hereby acknowledges the Agent as trustee for each of the other Indemnified Parties of the Corporation’s covenants under this indemnity with respect to act by or such persons and the Agent agrees to accept such trust and to hold and enforce such covenants on behalf of such persons. The Corporation agrees to immediately reimburse the Agent monthly for the time spent by an Indemnified Party in connection with any indemnified person Claim at their reasonable per diem rates. The Corporation also agrees that if any Claim shall be brought against, or any injunctive relief an investigation commenced in respect of the Corporation or other non-monetary remedy. You acknowledge that any failure the Corporation and the Indemnified Parties shall be required to comply testify, participate or respond in respect of or in connection with your obligations under the preceding sentence may cause irreparable harm performance of professional services rendered to the Lenders Corporation by an Indemnified Party hereunder or otherwise in connection with the matters referred to in this Agreement, the Agent shall have the right to employ its own counsel in connection therewith and the other indemnified personsCorporation will immediately reimburse the Agent monthly for the time spent by an Indemnified Party in connection therewith at their reasonable per diem rates together with such fees and disbursements and reasonable, actual and accountable expenses as may be incurred, including the fees and disbursements of the Agent’s counsel.

Indemnity. You agree (a) to 4.1 To the fullest extent permitted by law, the Vendor shall indemnify and hold harmless the Lenders and their respective Purchaser, its affiliates and their the respective directors, officers, directors, employees, advisors, employees and agents thereof (eachcollectively, an the “indemnified personPurchaser Indemnified Parties”) harmless from and against any and all lossesexpenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, liabilities obligations, or liabilities, whether joint or several, and related the reasonable fees and expenses of one firm of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which any such indemnified person the Purchaser Indemnified Parties may become subject arising out of or otherwise involved in connection with this Commitment Letter, the Facility, the use of the proceeds thereofany capacity under any statute or common law, or any related transaction or any actual or prospective claimotherwise insofar as such expenses, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they actions arise out of or are found by a finalbased, non-appealable judgment directly or indirectly, hereunder, or otherwise upon any misrepresentation or breach of a court warranty or the failure by the Vendor to observe or perform any covenant or obligation contained in this Agreement (including the aggregate amount paid in reasonable settlement of competent jurisdiction any such actions, suits, investigations, proceedings or claims that may be made against the Purchaser Indemnified Parties, provided that the Vendor has agreed in writing to arise such settlement). 4.2 The Vendor agrees that in case any legal proceeding shall be brought against the Vendor or result from the willful misconduct Purchaser Indemnified Parties in respect of the transaction of purchase and sale contemplated by this Agreement by any governmental commission or gross negligence regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Vendor and/or the Purchaser, and/or any of the Purchaser Indemnified Parties shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the transaction of purchase and sale contemplated by this Agreement, the Purchaser Indemnified Parties shall have the right to employ one firm of their own counsel in connection therewith provided the Purchaser Indemnified Parties act reasonably in selecting such counsel, and the reasonable fees and expenses of such indemnified person and counsel as well as the reasonable costs (b) including an amount to reimburse the Lenders Purchaser Indemnified Parties for time spent by the Purchaser Indemnified Parties in connection therewith) and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred by their Purchaser Indemnified Parties in connection therewith shall be paid by the Vendor as they occur upon delivery to the Vendor of documentation of such amounts in form acceptable to the Vendor, acting reasonably. 4.3 Promptly after receipt of notice of the commencement of any legal proceeding against the Purchaser Indemnified Parties or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Vendor, the Purchaser will notify the Vendor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Vendor, will keep the Vendor advised of the progress thereof and will discuss with the Facility and any related documentation (including this Commitment LetterVendor all significant actions proposed. However, the Term Sheet, failure by the Fee Letter, and Purchaser to notify the definitive documentation relating Vendor will not relieve the Vendor of its obligations to indemnify the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, Purchaser Indemnified Parties except to the extent permitted by applicable lawthat such failure prejudices the defense of any matter in respect of which indemnification is sought or results in any material increase in the liability that the Vendor has under this indemnity. The Vendor shall on behalf of itself and the Purchaser Indemnified Parties, as applicable, be entitled to (but not assert required) to assume the defence of any claims against any indemnified person with respect suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the foregoingPurchaser, acting reasonably. You shall not, No settlement of any such legal proceeding may be made by the Vendor without the prior written consent of an indemnified person (which the Purchaser, such consent shall not to be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such the settlement includes an unconditional release of the Purchaser Indemnified Parties that are subject to such indemnified person legal proceeding from any liabilities arising from such legal proceeding without any admission of negligence, misconduct, liability or responsibility by such Purchaser Indemnified Parties. The Purchaser Indemnified Parties shall have the right to appoint one firm of its or their own separate counsel at the Vendor’s cost provided that Purchaser has been advised by outside counsel that there is an actual or potential conflict in the Vendor’s and the Purchaser Indemnified Parties’ respective interests or that additional defenses are available to the Purchaser Indemnified Parties that make representation by the same counsel inappropriate and further provided that the Purchaser Indemnified Parties act reasonably in selecting such one firm of counsel. 4.4 To the fullest extent permitted by law, the Purchaser shall indemnify and hold the Vendor, its affiliates and the respective directors, officers, employees and agents thereof (collectively, the “Vendor Indemnified Parties”) harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of one firm of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Vendor Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, hereunder, or otherwise upon any misrepresentation or breach of a warranty or the failure by the Purchaser to observe or perform any covenant or obligation contained in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Vendor Indemnified Parties, provided that the Purchaser has agreed in writing to such settlement). 4.5 The Purchaser agrees that in case any legal proceeding shall be brought against the Purchaser or the Vendor Indemnified Parties in respect of the transaction of purchase and sale contemplated by this Agreement by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Vendor and/or the Purchaser, and/or any of the Vendor Indemnified Parties shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the transaction of purchase and sale contemplated by this Agreement, the Vendor Indemnified Parties shall have the right to employ one firm of their own counsel in connection therewith provided the Vendor Indemnified Parties act reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Vendor Indemnified Parties for time spent by the Vendor Indemnified Parties in connection therewith) and out-of-pocket expenses incurred by their Vendor Indemnified Parties in connection therewith shall be paid by the Purchaser as they occur upon delivery to the Purchaser of documentation of such amounts in form and substance reasonably satisfactory acceptable to such indemnified person from all liability on claims that are the subject matter Purchaser, acting reasonably. 4.6 Promptly after receipt of such Proceedings and (b) does not include notice of the commencement of any statement as to, legal proceeding against the Vendor Indemnified Parties or after receipt of notice of the commencement or any admission ofinvestigation, faultwhich is based, culpability directly or a indirectly, upon any matter in respect of which indemnification may be sought from the Purchaser, the Vendor will notify the Purchaser in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Purchaser, will keep the Purchaser advised of the progress thereof and will discuss with the Purchaser all significant actions proposed. However, the failure by the Vendor to act by notify the Purchaser will not relieve the Purchaser of its obligations to indemnify the Vendor Indemnified Parties except to the extent that such failure prejudices the defense of any matter in respect of which indemnification is sought or results in any material increase in the liability that the Purchaser has under this indemnity. The Purchaser shall on behalf of itself and the Vendor Indemnified Parties, as applicable, be entitled to (but not required) to assume the defence of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge suit brought to enforce such legal proceeding; provided, however, that any failure to comply with your obligations under the preceding sentence may cause irreparable harm defence shall be conducted through legal counsel acceptable to the Lenders Vendor, acting reasonably. No settlement of any such legal proceeding may be made by the Purchaser without the prior written consent of the Vendor, such consent not to be unreasonably withheld, or the settlement includes an unconditional release of the Vendor Indemnified Parties that are subject to such legal proceeding from any liabilities arising from such legal proceeding without any admission of negligence, misconduct, liability or responsibility by such Vendor Indemnified Parties. The Vendor Indemnified Parties shall have the right to appoint one firm of its or their own separate counsel at the Purchaser’s cost provided that Vendor has been advised by outside counsel that there is an actual or potential conflict in the Purchaser’s and the other indemnified personsVendor Indemnified Parties’ respective interests or that additional defenses are available to the Vendor Indemnified Parties that make representation by the same counsel inappropriate and further provided that the Vendor Indemnified Parties act reasonably in selecting such one firm of counsel. 4.7 The indemnity obligations of the Vendor and the Purchaser shall be in addition to any liability which the Vendor or the Purchaser, as applicable, may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Vendor and the Purchaser, respectively and any of the Purchaser Indemnified Parties and Vendor Indemnified Parties.

Indemnity. You agree (a) Debtor hereby indemnifies and agrees to indemnify and hold harmless the Lenders Lender, and their respective affiliates and their respective its officers, directors, employees, advisors, agents and agents representatives (each, each an “indemnified personIndemnified Person”) from and against any and all lossesliabilities, obligations, claims, losses, damages, liabilities and related penalties, actions, judgments, suits, costs, expenses to or disbursements of any kind or nature (collectively, the “Claims”) which may be imposed on, incurred by, or asserted against, any such indemnified person may become subject Indemnified Person arising out of or in connection with this Commitment Letterthe Loan Documents, the FacilityIndebtedness or the Collateral (including without limitation, the use enforcement of the proceeds thereof, or Loan Documents and the defense of any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred Indemnified Person’s actions and/or inactions in connection with investigating the Loan Documents). WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or defending any of third party ever alleges such gross negligence or willful misconduct by any Indemnified Person, the foregoingindemnification provided for in this Section shall nonetheless be paid upon demand, provided that the foregoing indemnity will notsubject to later adjustment or reimbursement, until such time as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of (a) a court of competent jurisdiction enters a final judgment as to arise or result from the willful misconduct or extent and effect of the alleged gross negligence of such indemnified person and or willful misconduct, or (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred Lender has expressly agreed in connection writing with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree Debtor that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder such Claim is proximately caused by such indemnified person unless (a) such settlement includes Indemnified Person’s gross negligence or willful misconduct. The indemnification provided for in this Section shall survive the termination of this Agreement and shall extend and continue to benefit each individual or entity that is or has at any time been an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsIndemnified Person hereunder.

Indemnity. You agree (a) EACH U.S. DOMICILED OBLIGOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. EACH FOREIGN DOMICILED OBLIGOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any Obligor have any obligation to indemnify and or hold harmless the Lenders and their respective affiliates and their respective officers, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses Indemnitee with respect to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses Claim to the extent they are found by (x) determined in a final, non-appealable judgment of by a court of competent jurisdiction to arise or result have resulted from the bad faith, gross negligence or willful misconduct or gross negligence of such indemnified person Indemnitee, (y) resulting from a claim brought by Borrowers or any other Obligor against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (bz) to reimburse the Lenders resulting from claims among Indemnitees not involving an act or omission by Obligors or their Subsidiaries or Affiliates and their affiliates on demand for all out-of-pocket expenses (including due diligence other than any such losses, claims, costs, expenses, consultant's fees and expenses (if any)damages or liabilities against any Indemnitee solely in its capacity or in fulfilling its role as Agent, travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internetarranger, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to similar role. This Section shall not assert any claims against any indemnified person apply with respect to the foregoingTaxes other than any Taxes that represent losses, claims, damages, etc. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect arising from any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsTax claim.

Indemnity. You agree (a) to indemnify Each of the Parties shall jointly and hold severally indemnify, defend and save harmless the Lenders Escrow Agent and their respective its affiliates and their respective officerssuccessors, assigns, directors, employeesofficers, advisors, agents and agents employees (each, an the “indemnified personIndemnitees”) from and against any and all losses, damages, claims, damagesliabilities, liabilities penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including the reasonable fees and related expenses to which any such indemnified person may become subject of in house or one outside counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively “Escrow Agent Losses”) arising out of or in connection with (a) the Escrow Agent’s execution and performance of this Commitment LetterAgreement, tax reporting or withholding, the Facility, the use enforcement of the proceeds thereof, any rights or any related transaction remedies under or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating this Agreement, or defending as may arise by reason of any act, omission or error of the Indemnitee, except to the extent that such Escrow Agent Losses have been caused by the bad faith, gross negligence or willful misconduct of the Escrow Agent or any such Indemnitee, or (b) its following any instructions or other directions from Buyer or Holdings, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The Parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the termination of this Agreement. The Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any reasonable claim for indemnification, expenses and amounts due hereunder. In furtherance of the foregoing, provided that the foregoing indemnity will notEscrow Agent is expressly authorized and directed, as to any indemnified personbut shall not be obligated, apply to losses, claims, damages, liabilities or related expenses upon prior written notice to the extent they are found Parties, to charge against and withdraw from the Escrow Fund for its own account or for the account of an Indemnitee any amounts due to the Escrow Agent or to an Indemnitee under this Section 8. Notwithstanding anything to the contrary herein, Buyer and Holdings agree, solely as between themselves, that any obligation for indemnification under this Section 8 (or for reasonable fees and expenses of the Escrow Agent described in Section 7) shall be borne by a final, non-appealable judgment of the Party or Parties determined by a court of competent jurisdiction to arise be responsible for causing the loss, damage, liability, cost or result from expense against which the willful misconduct Escrow Agent is entitled to indemnification or, if no such determination is made, then one-half by Buyer and one-half by Holdings. The provisions of this Section 8 shall survive the resignation or gross negligence removal of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, Escrow Agent and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person shall be liable for any damages arising from the use by others termination of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsthis Agreement.

Indemnity. You agree Trustor shall indemnify the Trustee, the Agent and the other Secured Parties, and all of the Related Parties of any of the foregoing Persons (aeach such Person being called an "Indemnitee") to indemnify against, and hold each Indemnitee harmless the Lenders and their respective affiliates and their respective officersfrom, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses to which expenses, including the fees, charges and disbursements of any such indemnified person may become subject counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of or of, in connection with this Commitment Letterwith, or as a result of, (i) the Facilityassertion, either before or after the use payment in full of the proceeds thereofSecured Obligations, that any Indemnitee received Production or Proceeds claimed by third persons, or any related transaction or (ii) any actual or prospective claim, litigation, investigation, arbitration investigation or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (eachforegoing, a “Proceeding”)whether based on contract, tort or any other theory and regardless of whether any indemnified person Indemnitee is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, thereto; provided that the foregoing such indemnity will shall not, as to any indemnified personIndemnitee, apply be available to the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found determined by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to arise or result have resulted from the willful misconduct or gross negligence or wilful misconduct of such indemnified person and Indemnitee (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT, EXCEPT AS PROVIDED BY LAW TO THE CONTRARY, EACH OF THE AGENTS BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (including due diligence expenses, consultant's fees and expenses (if anyOTHER THAN GROSS NEGLIGENCE), travel expensesREGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, and reasonable feesACTIVE OR PASSIVE, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including IMPUTED, JOINT OR TECHNICAL). All amounts due under this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person Section 3.8 shall be liable for any damages arising from payable not later than thirty (30) days after written demand therefor. The obligations of Trustor as herein set forth in this Section 3.8 shall survive the use by others release, termination, foreclosure or assignment of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent this Deed of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, Trust or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personssale hereunder.

Indemnity. You Borrower and each other Credit Party executing this Agreement jointly and severally agree (a) to indemnify and hold harmless the Lenders Lender and its Affiliates, and their respective affiliates and their respective officers, directors, employees, advisors, attorneys and agents (each, an “indemnified person”) "Indemnified Person"), harmless from and against any and all lossessuits, actions, proceedings, claims, damages, losses, liabilities and related expenses to of any kind or nature whatsoever (including attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such indemnified person may become subject Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or with respect to the execution, delivery, enforcement, performance and administration of, or in any other way arising out of or in connection with relating to, this Commitment Letter, Agreement and the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors other Loan Documents or any other person, documents or transactions contemplated by or referred to herein or therein and any actions or failures to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection act with investigating or defending respect to any of the foregoing, provided that the foregoing indemnity will notincluding any and all product liabilities, as Environmental Liabilities, Taxes and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any indemnified personof the Loan Documents (collectively, apply to losses"Indemnified Liabilities"), claims, damages, liabilities or related expenses except to the extent they are found that any such Indemnified Liability is finally determined by a final, non-appealable judgment of a court of competent jurisdiction to arise or result have resulted solely from the willful misconduct or such Indemnified Person's gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expensesor willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY CREDIT PARTY, consultant's fees and expenses (if any)ANY SUCCESSOR, travel expensesASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, and reasonable feesFOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment LetterPUNITIVE, the Term SheetEXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsSUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. You agree (a) to Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless the Lenders Agent-Related Persons, and their respective affiliates each Lender and their each of its respective officers, directors, employees, advisors, agents and agents attorneys-in-fact (each, an “indemnified person”"Indemnified Person") from and against any and all liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, charges, expenses and related expenses to which disbursements (including Attorney Costs) imposed on, incurred by or asserted against any such indemnified person may become subject Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any bankruptcy or other insolvency proceeding or appellate proceeding) related to or arising out of this Commitment Letter, Agreement or the Facility, Loans or the use of the proceeds thereof, whether or not any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person Indemnified Person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of (all the foregoing, provided collectively, the "Indemnified Liabilities"); provided, that the foregoing indemnity will not, as Borrower shall have no obligation hereunder to any indemnified person, apply Indemnified Person with respect to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result Indemnified Liabilities resulting solely from the gross negligence or willful misconduct or gross negligence of such indemnified person and Indemnified Person. The agreements in this Section shall survive payment of all other Obligations. (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person Indemnified Person shall be liable for any damages arising from the use by others of Information information or other materials obtained through electronicinternet, telecommunications Intralinks or other similar information transmission systems, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages systems in connection with this Agreement or the Facility Loans or Commitments hereunder unless such damages are the result of the gross negligence or willful misconduct of such Indemnified Person. An Indemnified Person shall promptly notify the Borrower in writing as to any action, claim, suit, proceeding or investigation for which indemnity may be sought, but the omission so to notify the Borrower will not relieve the Borrower from any liability which it may have to any Indemnified Person hereunder to the extent that the Borrower is not materially prejudiced as a result of such failure. After such notice to the Borrower, the Borrower shall be entitled to participate in, and to the extent that it shall elect by written notice delivered to such Indemnified Person promptly after receiving the aforesaid notice of such Indemnified Person, to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Person to represent such Indemnified Person in such action, claim, suit, proceeding or investigation and shall pay as incurred the reasonable fees and expenses of such counsel related to such action, claim, suit, proceeding or investigation. In any action, claim, suit, proceeding or investigation, any Indemnified Person shall have the right to retain its own separate counsel at such Indemnified Person's own expense and not subject to reimbursement by the Borrower; provided, however, that the Borrower shall pay as incurred the fees and expenses of such counsel incurred in connection with its activities related investigating, preparing, defending, paying, settling or compromising any action, claim, suit, proceeding or investigation if (i) the parties to such action, claim, suit, proceeding or investigation include both the Indemnified Person and the Borrower and there may be legal defenses available to such Indemnified Person which are different from or additional to those available to the FacilityBorrower; (ii) the use of counsel chosen by the Borrower to represent both the Borrower and such Indemnified Person would present such counsel with an actual or potential conflict of interest; (iii) the Borrower shall not have employed satisfactory counsel to represent the Indemnified Person within a reasonable time after notice of the institution of such action, claim, suit, proceeding or investigation; or (iv) the Borrower shall authorize the Indemnified Person to employ separate counsel (in addition to any local counsel) at the expense of the Borrower. The Borrower shall not, in connection with any action, claim, suit, proceeding or investigation, be liable for the fees and you agreeexpenses of more than one separate firm of legal counsel (in addition to any appropriate and necessary local legal counsel) for all Indemnified Parties, except to the extent permitted the use of one counsel to represent all Indemnified Parties would present such counsel with an actual or potential conflict of interest, and in the event that separate counsel is to be retained to represent one or more Indemnified Parties, such separate counsel shall be chosen by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, Administrative Agent. (c) Each Indemnified Person agrees that without the Borrower's prior written consent of an indemnified person (which consent shall not to be unreasonably withheld, conditioned or delayed), effect any settlement it will not settle, compromise or consent to the entry of any pending judgment in or threatened Proceedings otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnity indemnification could have been be sought hereunder by unless such indemnified person unless (a) such settlement settlement, compromise, consent or termination includes an unconditional release of such indemnified person in form the Borrower and substance reasonably satisfactory to such indemnified person the Indemnified Person from all liability on claims that are the subject matter any liabilities arising out of such Proceedings and (b) does not include any statement as toclaim, action, suit, proceeding or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsinvestigation.

Indemnity. You agree 7.1 The Company, the Directors and the Selling Shareholders shall not make any Claim, the Company and the Directors shall not permit any other person to make any Claim and each of the Selling Shareholders shall not permit any other person to make a claim on its behalf against any of the Indemnified Persons to recover any loss, liability, demand, claim, cost, charge, expenses (together “Losses” and each a “Loss”) or damage suffered or incurred by the Company, the Directors and the Selling Shareholders and/or any of their Associates or any other person by reason of or arising out of the performance by any Indemnified Person of its obligations or services under this agreement unless the same shall arise from the negligence, wilful default or fraud of any Indemnified Person which is Finally Determined, from a material breach of the terms of this agreement by Xxxxxxx Xxxxxx or RBC or from a contravention by an Indemnified Person of the Prospectus Rules, the AIM Rules, FSMA or any applicable law or regulation and, subject to clause 7.7, any liability of an Indemnified Person is hereby limited accordingly. 7.2 Any liability which any Indemnified Person may have to the Company, the Directors or the Selling Shareholders (but for this clause 7.2) for any Loss suffered in connection with the provision of services by such Indemnified Person under this agreement shall be reduced if such Loss would be recoverable by the Company, the Directors or the Selling Shareholders (as applicable) from another party but for an agreement which the Company, the Directors or the Selling Shareholders had made or may make with that party which limits its liability to the Company, the Directors or the Selling Shareholders, provided that such reduction shall be limited to the extent that such agreement has the effect of reducing the ability of the Indemnified Person to recover under rights of contribution against that party which it would have had if such agreement had not been entered into. If any Indemnified Person has paid to the Company, the Directors or the Selling Shareholders an amount for which it is not liable in accordance with this clause 7, such amount shall be repaid to the Indemnified Person by the Company, the Directors or the Selling Shareholders (as applicable). 7.3 Subject to clause 7.4 and 7.7, the Company undertakes with each of Xxxxxxx Xxxxxx and RBC (for themselves and as trustee for each of the Indemnified Persons) promptly, fully and effectively to indemnify, keep indemnified and hold harmless each of the Indemnified Persons against all Losses, Claims and any other liability of whatsoever nature which any of the Indemnified Persons may suffer or incur or which may be brought or threatened against any of the Indemnified Persons by reason of or arising directly or indirectly out of or attributable to or in connection with: (a) any failure by the Company or the Directors or their agents, employees or professional advisers to indemnify comply with FSMA, the Prospectus Rules, the AIM Rules or any other requirement of statute or statutory regulation in relation to Admission or the Placing; (b) the Placing Documents not containing, or being alleged not to contain, all information required to be stated in them FSMA, the Prospectus Rules, the AIM Rules or any statement therein being, or being alleged to be, or untrue, inaccurate, incomplete or misleading or not based on reasonable grounds; (c) any misrepresentation or alleged misrepresentation (by whomsoever made) contained in the Placing Documents or any other document issued in connection with the Placing; (d) the carrying out or performance by Xxxxxxx Xxxxxx, RBC or an Indemnified Person of its duties, obligations and hold harmless the Lenders and their respective affiliates and their respective officers, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses to which any such indemnified person may become subject arising out of services under or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, agreement and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred otherwise in connection with the Facility and any related documentation (including this Commitment LetterPlacing or Admission or the publication of the Admission Document, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) Placing Documents or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages document issued in connection with the Facility Placing; (e) any breach or alleged breach of the laws or regulations of any country resulting from the Placing or the distribution of the Placing Documents in or to such country being a country in which such acts would be illegal (which distribution Xxxxxxx Xxxxxx and RBC confirm and undertake to the Company that neither they nor any Indemnified Person shall make or authorise); or (f) the sale of the Sale Shares, including, without prejudice to the generality of the above, all Losses which any Indemnified Person may suffer or incur in investigating or disputing any Claim and the costs and expenses incurred by any Indemnified Person in enforcing their rights under this clause 7. 7.4 The indemnities contained in clause 7.3 shall have effect so far as they are not prohibited under the AIM Rules or any other applicable law, and shall not extend to any Claims or Losses to the extent that the same are Finally Determined to arise from the fraud, negligence or wilful default of any Indemnified Person (whether under this agreement or otherwise) or any material breach by any Indemnified Person of, or failure in a material respect by any Indemnified Person to comply with, the requirements of this agreement (in the case of Xxxxxxx Xxxxxx and RBC only) or (in the case of any Indemnified Person) FSMA, the FSA Rules, the Prospectus Rules, the AIM Rules or any provision of applicable law or regulation. 7.5 The indemnities contained in clause 7.3 shall be in addition to any rights that any of the Indemnified Persons may have in common law or otherwise and the provisions of this clause 7 shall remain in full force and effect notwithstanding Admission or completion of the other matters and arrangements referred to in or contemplated by this agreement. 7.6 The benefit of the indemnities contained in this clause 7 are held by Xxxxxxx Xxxxxx and RBC on trust for the Indemnified Persons on the following basis: (a) Xxxxxxx Xxxxxx and RBC may in their sole discretion decide whether or not they enforce a right of an Indemnified Person under the trust (and only they may decide the terms and conditions of that enforcement) and investigate a matter, or give information to the relevant Indemnified Person in connection with its activities related the trust; and (b) notwithstanding the trust, Xxxxxxx Xxxxxx and RBC may enter into an agreement, arrangement or transaction with the Company (or any other party) without regard to the Facility, interests of the relevant Indemnified Person and you agree, Xxxxxxx Xxxxxx and RBC will not be liable to account to the extent permitted relevant Indemnified Person or any benefit realised by that agreement, arrangement, transaction or dealing. 7.7 Nothing in this agreement shall operate to limit or exclude any liability for or create an obligation to indemnify in respect of any matter attributable to fraud, breach of any applicable lawlaws (including FSMA) relating to, to not assert any claims against any indemnified or the rules or regulations of, or made under or pursuant to, the regulatory system as defined in the FSA Rules or in circumstances where the rules of the FSA or FSMA prohibit receipt by such person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheldindemnity. 7.8 Xxxxxxx Xxxxxx and RBC shall, conditioned or delayed), effect any settlement on becoming aware of any pending action or threatened Proceedings claim or other matter in respect of which indemnity could have been may be sought hereunder by such indemnified any Indemnified Persons pursuant to clause 7.3, give notice and reasonable details thereof to the Company as soon as reasonably practicable thereafter and thereafter keep the Company informed of all material matters relating thereto. 7.9 If Xxxxxxx Xxxxxx, RBC or any other Indemnified Person recovers from some other person unless any sum which compensates it for any loss in respect of any matter giving rise to a Claim or any other claim under this agreement, then either: (a) such settlement includes the amount payable by the Company or any other Warrantor in respect of that Claim or claim shall be reduced by an unconditional release of such indemnified person in form and substance reasonably satisfactory amount equal to such indemnified person from all liability on claims that are the subject matter of such Proceedings and sum so recovered; or (b) does if an amount shall already have been paid by the Company or any other Warrantor in respect of that Claim or claim, there shall be repaid to the Company or any other Warrantor an amount equal to the amount so recovered or (if less) the amount of such payment. 7.10 If Xxxxxxx Xxxxxx or RBC become aware of any claim made or threatened against it within the scope of the indemnity set out in this Clause 7, as applicable, it shall promptly notify the Company thereof and shall thereafter (subject to the Indemnified Person being indemnified and secured to their reasonable satisfaction by the Company against all costs, charges, damages and expenses the Indemnified Person may suffer or incur as the result of so doing), subject to the requirements (if any) of the Indemnified Person’s insurers, consult with the Company regarding the Indemnified Person’s conduct of the claim and shall provide the Company with such information and copies of such documents relating to the claim as the Company may reasonably require provided that the Indemnified Person shall not include be under any statement as toobligation to take into account any requirements of the Company with a copy of any document which is, or any admission ofin the reasonable opinion of the Indemnified Person’s advisers, fault, culpability or a failure is likely to act by or on behalf be privileged in the context of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsclaim.

Indemnity. You agree The Company shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (aeach such Person being called an “Indemnitee”) to indemnify against, and hold each Indemnitee harmless the Lenders and their respective affiliates and their respective officersfrom, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claimsliabilities, damagesout-of-pocket costs or expenses, liabilities including the reasonable fees, charges and related expenses to which disbursements of any such indemnified person may become subject counsel for any Indemnitee, incurred by or asserted against any Indemnitee (whether by a third party or by any Borrower) arising out of or of, in connection with this Commitment Letteror as a result of (i) any transaction or proposed transaction (whether or not consummated) in which any proceeds of any Borrowing or purchase of B/As hereunder are applied or proposed to be applied, directly or indirectly, by any of the FacilityBorrowers or their Subsidiaries, (ii) any Loan or B/A Drawing or the use of the proceeds thereoftherefrom or (iii) the execution, delivery or performance by any of the Borrowers and their Subsidiaries of the Loan Documents, or any related transaction actions or omissions of a Borrower or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred its Subsidiaries in connection with investigating or defending any of the foregoing, therewith; provided that the foregoing such indemnity will shall not, as to any indemnified personIndemnitee, apply to losses, claims, damages, liabilities or related expenses be available to the extent they are that such losses, liabilities, costs or expenses (x) shall be found by a final, non-appealable judgment of a court of competent jurisdiction to arise have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the willful misconduct Company or gross negligence any Borrowing Subsidiary against an Indemnitee for a material breach in bad faith of such indemnified person Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such Borrowing Subsidiary has obtained a final and (b) nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if anyeffect that such a material breach in bad faith has occurred. Without limiting the provisions of Section 2.16(c), travel expenses, and reasonable fees, charges and disbursements of counselthis Section 10.03(c) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person apply with respect to the foregoingTaxes other than any Taxes that represent losses, claims, damages, etc. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect arising from any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsTax claim.

Indemnity. You agree The Company hereby agrees, subject to the limitations set forth in this Agreement and to applicable law: To indemnify Indemnitee to the greatest extent possible under applicable law against any liability or expense in respect of any acts or omissions of Indemnitee in his capacity as a director or officer of the Company, as follows: (ai) a financial obligation imposed on Indemnitee in favor of another person by a court judgment, including a compromise judgment or an arbitrator's award approved by court; (ii) reasonable litigation expenses, including attorneys' fees, expended by Indemnitee or charged to indemnify him by a court, in a proceeding instituted against him by the Company or on its behalf or by another person, or in a criminal charge from which he was acquitted or in any criminal proceeding of a crime which does not require proof of mens rea (criminal intent) in which the Indemnitee is convicted, or due to an investigation or a proceeding conducted against him by an authority authorized to conduct an investigation or a proceeding, pursuant to which no indictment was filed against him and hold harmless no monetary liability was imposed on him as an alternative to a criminal proceeding, or due to an investigation or a proceeding conducted against him by an authority authorized to conduct an investigation or a proceeding, pursuant to which no indictment was filed against him but a monetary liability was imposed on him as an alternative to a criminal proceeding, for a crime which does not require a finding of mens rea (criminal intent) (collectively referred to hereinafter as a "Claim"); (iii) a payment which Indemnitee is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Lenders and their respective affiliates and their respective officersIsraeli Securities Law, directors1968, employeesas amended (the "Securities Law"), advisorsif applicable, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and related expenses to which any such indemnified person may become subject arising out of or that Indemnitee incurs in connection with this Commitment Lettera proceeding under Chapters H'3, the Facility, the use H'4 or I'1 of the proceeds thereofSecurities Law, or any related transaction or any actual or prospective claimif applicable, litigationincluding reasonable legal expenses, investigation, arbitration or proceeding relating to any of the foregoing which term includes attorney fees; and (including in relation to enforcing the terms of this paragraphiv) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal obligation or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings expense in respect of which indemnity could have been sought hereunder it is permitted or will be permitted under the Companies Law, 5759-1999, to indemnify an officer or director, subject to and in accordance with all applicable law. The above indemnification will also apply to any action taken by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person the Indemnitee in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement his capacity as to, or any admission of, fault, culpability or a failure to act by or on behalf director and/or officer of any indemnified person other company controlled, directly or any injunctive relief indirectly, by the Company (a “Subsidiary”) or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under in his capacity as a director, officer or observer at board of directors’ meetings, of a company not controlled by the preceding sentence may cause irreparable harm to Company but where his appointment as a director, officer or observer results from the Lenders and the other indemnified personsCompany’s holdings in such company (“Affiliate”).

Indemnity. You agree (a) to Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify and hold harmless the Lenders Agent-Related Persons, and their respective affiliates each Bank and their each of its respective officers, directors, employees, advisorscounsel, agents and agents attorneys-in-fact (each, an “indemnified personIndemnified Person”) harmless from and against any and all liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, charges, expenses and related expenses to disbursements (including reasonable Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of the Agent or replacement of any Bank) result from an action, suit, proceeding or claim asserted against any such indemnified person may become subject Indemnified Person by any Person not entitled to indemnification under this section in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Commitment Letter, Agreement or the Facility, Loans or the use of the proceeds thereof, whether or not any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person Indemnified Person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, that the Company shall not be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person’s gross negligence or willful misconduct. In the event this indemnity is unenforceable as a matter of law as to a particular matter or consequence referred to herein, it shall be enforceable to the full extent permitted by law. Promptly upon receipt of notice of the making of any claim or the initiation of any action, suit, or proceeding (together, “Dispute”), the Indemnified Person shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing thereof, provided that any failure to provide such notice shall not excuse the foregoing indemnity will notCompany from its obligations under this Section, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses except to the extent they are found that such failure to notify shall have materially prejudiced the Company’s position. The Company shall have the right at its expense to control the defense of any Dispute, provided the Company has delivered prompt notice to the Indemnified Person expressly agreeing to assume the defense thereof and reaffirming its obligation to indemnify and hold harmless hereunder, with nationally-recognized counsel selected by a finalthe Company, non-appealable but reasonably satisfactory to the Indemnified Person. In such event, the Company shall promptly notify the Indemnified Person of any and all material developments in such Dispute and the Company shall not agree to any settlement or material stipulation in such Dispute without the prior written consent of the Indemnified Person (such consent not to be unreasonably withheld). Notwithstanding the foregoing, if in the reasonable judgment of a court the Indemnified Person, there may exist bona fide legal defenses available to it relating to the Dispute which conflict with those of competent jurisdiction the Company or another Indemnified Person, such Indemnified Person shall have the right to arise or result from select separate counsel, at the willful misconduct or gross negligence expense of the Company, to assert such legal defenses and otherwise participate in the legal defense of such indemnified person and Dispute on behalf of such Indemnified Person. Notwithstanding the foregoing, no Dispute subject to this paragraph shall be settled without the Company’s prior consent, not to be unreasonably withheld; provided, however, that any Indemnified Person may settle any such Dispute without the Company’s consent if (a) the market reputation of Bank One or its Affiliates, or any Bank or its Affiliates which becomes an Indemnified Person under this Section 10.05, or the relationship of any of such Persons with their applicable state or federal regulators, in the judgment of such Persons, is being or foreseeably will be materially impaired as a result of the continuation of such Dispute, or (b) such Dispute involves or relates to reimburse any allegation of criminal wrongdoing, or (c) the Lenders and their affiliates on demand Company is disputing its obligation to indemnify under this Section, or (d) the Company has failed to respond to any request for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements such consent within 10 days of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereofits receipt of written notice of such proposed settlement. You also agree that no indemnified person No Indemnified Person shall have any liability to you the Company or any of its Affiliates for any special, indirect, indirect or consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoingthis Agreement. You The agreements in this Section shall not, without the prior written consent survive payment of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders Obligations and the other indemnified personstermination of the Commitments.

Indemnity. You agree (a) 9.3.1 Whether or not any credit is ever extended hereunder, and in addition to any other indemnifications herein or in any other Loan Documents, the Borrower agrees to indemnify and defend and hold harmless the Lenders and their respective affiliates and their respective officerson a current basis each Indemnified Party, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all liabilities, losses, claims, damages, liabilities costs, interest, charges, counsel fees and related other expenses to and penalties of any kind which any such indemnified person of the Indemnified Parties may become subject sustain or incur in connection with any investigative, administrative or judicial proceeding (whether or not the Lenders shall be designated a party thereto) or otherwise by reason of or arising out of the execution and delivery of this Agreement or in connection with this Commitment Letter, the Facility, the use any of the proceeds thereofother Loan Documents and/or the consummation of the transactions contemplated hereby or thereby. The indemnification provisions in this Section shall be enforceable regardless of whether the liability is based on past or present acts, past, present or future claims or legal requirements (including any past, present or future bulk sales law, environmental law, fraudulent transfer act, occupational safety and health law, or any related transaction products liability, securities or any actual or prospective claimother legal requirement), litigationAND REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, investigationCONCURRENT, arbitration or proceeding relating to CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR OF ANY OTHER INDEMNIFIED PARTY, OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING INDEMNIFICATION OR ON ANY OTHER INDEMNIFIED PARTY, but not any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result Section arising from the willful misconduct or the gross negligence on the part of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection Indemnified Party seeking indemnification under this Section with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, foregoing indemnity surviving satisfaction of all obligations and the definitive documentation relating termination of this Agreement. 9.3.2 Any amount to be paid under Section 9.3 to any Lender shall be a demand obligation owing by the Borrower and shall bear interest from the date of expenditure by such Lender until paid at a per annum rate equal to the Facility) or Default Rate. The obligations of the administration, amendment, modification or waiver thereof. You also agree that no indemnified person Borrower under Section 9.3 shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person shall be liable for any damages arising from survive payment of the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via Notes and the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement assignment of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsright hereunder.

Indemnity. You Each Borrower and each other Credit Party executing this --------- Agreement jointly and severally agree (a) to indemnify and hold harmless the Lenders Lender and its Affiliates, and their respective affiliates and their respective officers, directors, employees, advisors, attorneys and agents (each, an “indemnified person”) "Indemnified Person"), harmless from and against any and all lossessuits, actions, proceedings, claims, damages, losses, liabilities and related expenses to of any kind or nature whatsoever (including attorneys' fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such indemnified person may become subject Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or with respect to the execution, delivery, enforcement, performance and administration of, or in any other way arising out of or in connection with relating to, this Commitment Letter, Agreement and the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors other Loan Documents or any other person, documents or transactions contemplated by or referred to herein or therein and any actions or failures to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection act with investigating or defending respect to any of the foregoing, provided that the foregoing indemnity will notincluding any and all product liabilities, as Environmental Liabilities, Taxes and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any indemnified personof the Loan Documents (collectively, apply to losses"Indemnified Liabilities"), claimsINCLUDING, damagesWITHOUT LIMITATION, liabilities or related expenses to the extent they are found INDEMNIFIED LIABILITIES ARISING FROM THE SOLE OR CONTRIBUTORY ORDINARY NEGLIGENCE OF THE INDEMNIFIED PERSON BUT EXCLUDING any such Indemnified Liability is finally determined by a final, non-appealable judgment of a court of competent jurisdiction to arise or result have resulted solely from the willful misconduct or such Indemnified Person's gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expensesor willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY CREDIT PARTY, consultant's fees and expenses (if any)ANY SUCCESSOR, travel expensesASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, and reasonable feesFOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY FOR INDIRECT, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment LetterPUNITIVE, the Term SheetEXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsSUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Indemnity. You agree (a) In the event of any claim, suit or proceeding brought by a third party against Customer based upon the Deliverables or use or distribution thereof in accordance with this Agreement, Service Provider agrees to indemnify Customer for any costs, expenses, (including reasonable attorney fees) and hold harmless the Lenders and their respective affiliates and their respective officers, directors, employees, advisors, and agents (each, an “indemnified person”) from and against for any and all losses, claims, damages, liabilities and related expenses to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereofpenalties paid by, or any related transaction or any actual or prospective claimdamages actually awarded against Customer, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable final or executory judgment of a court of competent jurisdiction to arise or any settlement entered into by Service Provider as a result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, third party claim to the extent permitted that: - Customer promptly notifies Service Provider in writing of any such claim (provided, however, that any delay in notification will not relieve Service Provider of its obligations under this Agreement except to the extent that the delay impairs its ability to defend); and - the claim, suit or proceeding brought by applicable lawthe third party against Customer is (or alleged to be) grounded, justified or caused by a non-compliance of the Service to not assert any claims against any indemnified person this Agreement, and - only with respect to cases where there is no on-going commercial relationship between the foregoing. You third party claimant and Customer, Service Provider has the control of the defence and settlement of any such claim at Service Provider’s expense and with Service Provider’s choice of counsel, provided that Service Provider shall not, not make any admission of liability nor agree to any settlement without the prior written consent of an indemnified person (which consent shall Customer not to be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by delayed if such indemnified person unless settlement: (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability would impose any obligations on claims that are the subject matter of such Proceedings and Customer; (b) does requires an independent admission of liability on the part of Customer; or (c) exposes Customer to any liability, in which case Customer shall have the right at its own expense to engage its own counsel to assist it with respect to such claim and to participate in such defence or settlement in relation to any matter that may result in liability for Customer’s or otherwise affect Customer’s rights or interests; and - Customer will cooperate with Service Provider, at Service Provider’s expense, in defending or settling such claim and furnishes to Service Provider, upon request, any reasonable assistance or information in Customer’s possession or control relating to the defence of the claim. For clarity, Customer will control the defence and settlement of third party claims against Customer that are subject to Service Provider’s indemnification obligations pursuant to this Article in case there is an on-going commercial relationship between Customer and the third party claimant at the date such claim is made, provided that Customer shall not include agree to any statement as tosettlement without the prior written consent of Service Provider not to be unreasonably withheld, conditioned or delayed if such settlement: (a) would impose any obligations on Service Provider; (b) requires an independent admission of liability on the part of Service Provider; or (c) exposes Service Provider to any liability, in which case Service Provider shall have the right at its own expense to engage its own counsel to assist it with respect to such claim and to participate in such defence or settlement in relation to any matter that may result in liability for Service Provider’s or otherwise affect Service Provider’s rights or interests. If the Deliverable is, or in the opinion of Service Provider may become, the subject of any claim of intellectual property infringement, then Service Provider may without any admission ofof liability, faultor if it is determined by a final decision of a competent jurisdiction that the Deliverable infringes upon a third party intellectual property rights then Service Provider shall, culpability at its option and expense, either (i) procure for Customer the right to use the concerned Deliverable; or (ii) use its best efforts to provide Customer with a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedyinfringing replacement with substantially similar functionality for such Deliverables so that they become non-infringing, and Customer will use its best efforts to use such replacement Deliverable as soon as possible, provided Service Provider identifies at the time of delivery as being provided to address an allegation of intellectual property infringement. You acknowledge that Customer may join in defence with counsel of its choice at its own expense. Service Provider shall not reimburse Customer for any failure expenses incurred by Customer without the prior written approval of Service Provider. Service Provider will not be liable under this Article with respect to comply with your obligations under the preceding sentence may cause irreparable harm third party claims to the Lenders and extent they are (or alleged to be) grounded, justified or caused by an act, error or omission by Customer. Indemnification will be included in the other indemnified personsLiability cap stated in Article 12.3.

Indemnity. You agree (a) to indemnify Whether or not the transactions contemplated hereby shall be consummated, the Company shall pay, indemnify, and hold harmless the Lenders Agent-Related Persons, and their respective affiliates each Bank and each of their respective officers, directors, employees, advisorscounsel, agents and agents attorneys-in-fact (each, an “indemnified person”"Indemnified Person") harmless from and against any and all liabilities, obligations, losses, claims, damages, liabilities and related penalties, actions, judgments, suits, costs, charges, expenses to or disbursements (including Attorney Costs) of any kind or nature whatsoever which may be incurred by or asserted against any such indemnified person may become subject Indemnified Person arising out of relating to the execution, delivery, enforcement, performance or in connection administration of this Agreement or any other Loan Documents, or the transactions contemplated hereby and thereby, and with respect to any investigation, litigation or proceeding related to this Commitment Letter, Agreement or the Facility, Loans or the use of the proceeds thereof, whether or not any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person Indemnified Person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of (all the foregoing, provided collectively, the "Indemnified Liabilities"); provided, that the foregoing indemnity will not, as Company shall have no obligation hereunder to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person Indemnified Person with respect to Indemnified Liabilities arising solely from the foregoingnegligence or willful misconduct of such Indemnified Person. You The obligations in this Section 10.5 shall not, without survive payment or satisfaction of all other Obligations. At the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement election of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by Indemnified Person, the Company shall defend such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably Indemnified Person using legal counsel satisfactory to such indemnified person from all liability on claims that are Indemnified Person in such Person's sole discretion, at the subject matter sole cost and expense of such Proceedings and the Company. All amounts owing under this Section 10.5 shall be paid within thirty (b30) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsdays after demand.

Indemnity. You agree (a) The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless the Lenders each Lender and their respective affiliates each Holder, its affiliates, directors and their respective officersofficers and each person, directorsif any, employeeswho controls such Lender or Holder or any of its affiliates, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damagesdamages and liabilities, liabilities joint or several, that arise out of, or are in connection with, this Facility Agreement or any activities or transactions contemplated by this Facility Agreement or any other services rendered in connection herewith. (b) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to paragraph (a) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 17 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and related expenses provided, further, that the failure to which notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 17. If any such indemnified person proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 17 that the Indemnifying Person may become subject arising out designate in such proceeding and shall pay the reasonable, invoiced fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person, (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with this Commitment Letterany proceeding or related proceeding in the same jurisdiction, be liable for the Facilityfees and expenses of more than one separate firm (in addition to any relevant local counsel which shall not be more than one in each jurisdiction) for all Indemnified Persons, the use and that all such fees and expenses shall be reimbursed as they are incurred upon delivery of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding invoices relating to any of such fees and expenses. Any such separate firm for the foregoing (including in relation to enforcing the terms of this paragraph) (eachLenders and Holders, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, their respective affiliates, creditors directors and officers and any control persons of any Lender or Holder or its affiliates shall be designated in writing by the Original Mandated Lead Arrangers and any other person, such separate firm for the Company and to reimburse each indemnified person upon demand the Guarantors shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any legal settlement of any proceeding effected without its written consent, but if settled with such consent or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by if there be a final, final non-appealable judgment of a court of competent jurisdiction for the plaintiff, the Indemnifying Person agrees to arise indemnify each Indemnified Person from and against any loss or result from the willful misconduct or gross negligence liability by reason of such indemnified person and (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) settlement or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damagesjudgment. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall notIndemnifying Person shall, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed)the Indemnified Person, effect any settlement of any pending or threatened Proceedings proceeding in respect of which indemnity any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such indemnified person Indemnified Person, unless (a) such settlement (x) includes an unconditional release of such indemnified person Indemnified Person, in form and substance reasonably satisfactory to such indemnified person Indemnified Person, from all liability on claims that are the subject matter of such Proceedings proceeding and (by) does not include any statement as to, to or any admission of, of fault, culpability or a failure to act by or on behalf of any indemnified person Indemnified Person. No Indemnifying Party will be liable for any losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined by a court of competent jurisdiction to have resulted directly from the bad faith or gross negligence or willful misconduct of any injunctive relief Indemnified Person. (c) If the indemnification provided for in paragraph (a) above is unenforceable or other non-monetary remedy. You acknowledge that unavailable to an Indemnified Person or insufficient in respect of any failure losses, claims, damages or liabilities referred to comply with your obligations therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the preceding sentence may cause irreparable harm amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Lenders and the Holders on the other indemnified personsfrom the offering of the Notes or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Lenders and Holders on the other in connection with the actions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. (d) The Company, the Guarantors and the Lenders agree that it would not be just and equitable if contribution pursuant to this Section 17 were determined by pro rata allocation (even if the Lenders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (c) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (c) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. (e) The remedies provided for in this Section 17 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

Indemnity. You agree (a) to indemnify The Company shall pay, indemnify, and hold harmless the Lenders each Bank, Agent and Lead Arranger and each of their respective affiliates and their respective Affiliates, officers, directors, employees, advisorscounsel, agents and agents attorneys-in-fact (each, an “indemnified personIndemnified Person”) harmless from and against any and all liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, investigations, costs, charges, expenses or disbursements (including Attorney Costs) of any kind or nature whatsoever with respect to the preparation, execution, delivery, modification, amendment, enforcement, performance and administration of this Agreement and any other Loan Documents, or the transactions contemplated hereby and thereby, and with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related expenses to which any such indemnified person may become subject arising out of or in connection with this Commitment LetterAgreement, the Facility, Loans or the use of the proceeds thereof, whether or not any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person Indemnified Person is a party thereto or and whether such Proceedings are investigation, litigation or proceeding is brought by you, your equity holders, affiliates, creditors the Company or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of party (all the foregoing, collectively, the “Indemnified Liabilities”); provided that the foregoing indemnity will not, as Company shall have no obligation hereunder to any indemnified person, Indemnified Person with respect to Indemnified Liabilities to the extent resulting from the gross negligence or willful misconduct of such Indemnified Person as determined by a court of competent jurisdiction in a final and non-appealable judgment. The agreements in this Section 10.05 shall survive payment of all other Obligations and termination of this Agreement. This Section 10.05 shall not apply with respect to taxes other than any taxes that represent losses, claims, damages, liabilities or related expenses to the extent they are found by a final, etc. arising from any non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and tax claim. (b) to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating An Indemnified Person shall give prompt notice to the Facility) Company of any claim asserted in writing, or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person 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, including an electronic platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement commencement of any pending action or threatened Proceedings proceeding, in respect of which indemnity could may be sought hereunder; provided that the omission so to notify the Company will not relieve the Company from any liability, if any, which it may have to the Indemnified Person otherwise than under subsection 10.05(a) unless and to the extent that the Company shall have been damaged by the delay in notification or the failure to be notified. (c) The Indemnified Person shall assist the Company in the defense of any such action or proceeding by arranging discussions with (and the calling as witnesses of) relevant officers, directors, employees and agents of the Indemnified Person and providing reasonable access to relevant books and records. The Company shall have the right to, and shall at the request of the Indemnified Person, participate in, and assume the defense of, any such action or proceeding at its own expense using counsel mutually acceptable to the Company and the Indemnified Person. In any such action or proceeding which the Company has participated in or assumed the defense of, the Indemnified Person shall have the right to retain separate counsel, but the fees and expenses of such counsel shall be at its own expense unless the named parties to any such suit, action or proceeding (including any impleaded parties) include both the Company and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them it being understood and agreed that the Company shall not have liability for the fees and expenses of more than one firm (in addition to local counsel) which shall be retained to act in such circumstances for all of the Indemnified Parties; provided, however, that the Company shall have the liability for the fees and expenses of more than one firm if such firm or firms has or have been retained due to actual or potential differing interests among the Indemnified Parties. (d) The Company shall not be liable under this Section 10.05 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder hereunder. The Company may settle any claim without the consent of the Indemnified Person if monetary damages are paid in full by the Company; provided that the Company shall not make any admission of wrongdoing by such indemnified person unless (a) such settlement includes an unconditional Indemnified Person and all claimants shall execute a full release in favor of such indemnified person in form and substance reasonably satisfactory Indemnified Person. An Indemnified Person shall, subject to such indemnified person its reasonable business needs, use reasonable efforts to minimize the indemnification sought from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations Company under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified personsthis Section 10.05.