Common use of Holder Clause in Contracts

Holder. Each Holder agrees, if Registrable Securities or other securities held by such Holder are included in the securities as to which such registration, is being effected, to, severally and not jointly, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter, if any, of the Company’ securities covered by such a Registration Statement, and each person who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against all expenses, claims, losses, damages, judgments and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document incident to such registration, or 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, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, and shall reimburse the Company and such directors and officers, Underwriters or control persons of Underwriters for any legal or any other expenses reasonably incurred in connection with investigating or defending any such expense, claim, loss, damage, judgment, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document incident to such registration, and contained in a writing furnished by the Holder to the Company specifically for use in preparing such Registration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything herein to the contrary, each selling Holder’s indemnification and reimbursement obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such selling Holder from the sale of Registrable Securities which gave rise to such indemnification or reimbursement obligation.

Holder. Each The Holder agreesrepresents, if Registrable Securities warrants, covenants and agrees that: (a) The Holder is acquiring this Warrant (including the Warrant Units issuable hereunder) solely for investment, for its account or accounts and not with a view to, or for resale in connection with, the distribution or other disposition thereof, except for such distributions and dispositions which are (i) explicitly permitted or contemplated under the terms of the LLC Agreement, the Subscription Agreement or this Warrant, as applicable, and (ii) effected in compliance with the Securities Act, the rules and regulations of the SEC promulgated thereunder and all applicable state securities held by and “blue sky” laws. (b) The Holder’s financial situation is such Holder are included that it can afford to bear the economic risk of holding this Warrant (including the Warrant Units issuable hereunder) for an indefinite period of time and can afford to suffer a complete loss of its investment in the securities as to which Company. (c) The Holder’s knowledge and experience in financial and business matters are such registration, that it is being effected, to, severally capable of evaluating the merits and not jointly, indemnify and hold harmless the Company, each risks of its directors and officers and each Underwriter, if any, acquisition of this Warrant (including the Company’ securities covered by such a Registration Statement, and each person who controls such Underwriter Warrant Units issuable hereunder). (d) The Holder is an “accredited investor” (within the meaning of Section 15 SEC Rule 501(a) of Regulation D promulgated under the Securities Act). The Holder acknowledges this Warrant may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under applicable securities Law, except pursuant to an applicable exemption therefrom, without compliance with any other applicable Law, and in compliance with the terms and conditions set forth in this Warrant, the Subscription Agreement and the LLC Agreement, which the Holder acknowledges includes certain limitations with respect to this Warrant (and the Warrant Units issuable hereunder). (e) The Holder acknowledges that it has been afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, Representatives of the Securities Act or Section 20 Company concerning the terms and conditions of the Exchange Acttransactions contemplated hereby, from this Warrant (including the Warrant Units issuable hereunder) and against all expensesthe merits and risks of investing in this Warrant (including the Warrant Units issuable hereunder), claims, losses, damages, judgments and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statementquestions have been answered to the Holder’s reasonable satisfaction; (ii) access to information about the Company and its Subsidiaries and its and their financial condition, prospectusresults of operations, offering circular business, properties, management and prospects sufficient to enable it to evaluate its investment; (iii) the opportunity to obtain such additional information that the Company possesses or other document incident to such registration, can acquire without unreasonable effort or any omission (or alleged omission) to state therein a material fact required to be stated therein or expense that is necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity an informed investment decision with information furnished in writing respect to the Company by investment and any such selling Holder expressly for use therein, additional information has been provided to the Holder’s reasonable satisfaction; and shall reimburse (iv) the opportunity to ask questions of management of the Company and such directors and officers, Underwriters or control persons of Underwriters for any legal or any other expenses reasonably incurred in connection with investigating or defending any such expense, claim, loss, damage, judgment, liability or action, in each case questions have been answered to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document incident to such registration, and contained in a writing furnished by the Holder to the Company specifically for use in preparing such Registration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything herein to the contrary, each selling Holder’s indemnification reasonable satisfaction. The Holder has sought such accounting, legal and reimbursement obligations hereunder shall be several and not joint and shall be limited tax advice as it has considered necessary to make an informed decision with respect to its acquisition of this Warrant (including the amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such selling Holder from the sale of Registrable Securities which gave rise to such indemnification or reimbursement obligationWarrant Units issuable hereunder).

Holder. Each Holder agreeswill, if Registrable Securities or other securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, to, severally and not jointly, indemnify and hold harmless the Company, each of its directors directors, officers, employees, agents and officers representatives and each Underwriterunderwriter, if any, of the Company’ securities covered by such a Registration Statementregistration statement, and each person who controls the Company or such Underwriter underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against all expenses, claims, losses, damages, judgments damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statementregistration statement, prospectus, offering circular or other document incident to such registrationdocument, or 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, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, and shall will reimburse the Company and such directors and directors, officers, Underwriters agents, representatives, underwriters or control persons of Underwriters for any legal or any other expenses reasonably incurred in connection with investigating or defending any such expense, claim, loss, damage, judgment, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statementregistration statement, prospectus, offering circular or other document incident to such registration, qualification or compliance and contained in a writing signed by that Holder and furnished by the Holder to the Company by that Holder and stated to be specifically for use in preparing such Registration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything herein to the contrarycontrary in this Agreement, each selling Holder’s in no event shall the aggregate liability of such Holder for indemnification and reimbursement obligations hereunder shall be several and not joint and shall be limited to or contribution under this Section 5 exceed the amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such selling Holder from the sale of Registrable Securities which gave rise to shares in such indemnification or reimbursement obligationoffering (after deducting any and all costs, fees, and expenses, including underwriting commissions, discounts, and legal fees and expenses).

Holder. Each In connection with any Registration Statement in which Holder agreesis participating, if Registrable Securities Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or other securities held prospectus and, to the extent permitted by such Holder are included in the securities as to which such registrationlaw, is being effected, to, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors and officers and each Underwriter, if any, of the Company’ securities covered by such a Registration Statement, and each person other Person who controls such Underwriter the Company (within the meaning of Section 15 of the Securities Act) against any losses, claims, damages, liabilities and expenses, to which the Company or any such director or officer or controlling person may become subject under the Securities Act or Section 20 of otherwise, to the Exchange Act, from and against all expensesextent that such losses, claims, losses, damages, judgments and liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arising out of or based on result from (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, but only to the extent that such untrue statement is contained in such Registration Statement, prospectus, offering circular any such prospectus or other document incident to such registration, preliminary prospectus or any amendment or supplement thereto, in reliance upon and in conformity with written information prepared and furnished to the Company by such Holder for use therein, (ii) any omission (or alleged omission) to state therein omission by such Holder of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) any violation or alleged violation by Holder of applicable securities laws (except if caused by the Company) in connection with Holder’s sale of Registrable Securities, if the statement or omission was made in reliance upon including without limitation alleged violations of Regulation M and in conformity with information furnished in writing to the Company by such selling Holder expressly for use thereinany state “blue sky” laws, and such Holder shall reimburse the Company and each such directors director, officer and officers, Underwriters or control persons of Underwriters controlling person for any all reasonable legal or and any other reasonable expenses reasonably incurred by them in connection with investigating or defending any such expenseloss, claim, loss, damage, judgmentliability, liability expense, action or actionproceeding; provided, in each case to the extent, but only to the extenthowever, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document incident the obligation to such registration, and contained in a writing furnished by the Holder to the Company specifically for use in preparing such Registration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything herein to the contrary, each selling Holder’s indemnification and reimbursement obligations hereunder indemnify shall be several and not joint joint, for each Holder of Registrable Securities, and shall be limited to the net amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such selling Holder from the sale of Registrable Securities which gave rise pursuant to such indemnification or reimbursement obligationRegistration Statement.

Holder. Each Holder agreeswill, if Registrable Securities or other securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, to, severally and not jointly, indemnify and hold harmless the Company, each of its directors directors, officers, employees, agents and officers representatives and each Underwriterunderwriter, if any, of the Company’ ' securities covered by such a Registration Statementregistration statement, and each person who controls the Company or such Underwriter underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against all expenses, claims, losses, damages, judgments damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statementregistration statement, prospectus, offering circular or other document incident to such registrationdocument, or 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, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, and shall will reimburse the Company and such directors and directors, officers, Underwriters agents, representatives, underwriters or control persons of Underwriters for any legal or any other expenses reasonably incurred in connection with investigating or defending any such expense, claim, loss, damage, judgment, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statementregistration statement, prospectus, offering circular or other document incident to such registration, qualification or compliance and contained in a writing signed by that Holder and furnished by the Holder to the Company by that Holder and stated to be specifically for use in preparing such Registration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything herein to In no event shall the contrary, each selling Holder’s aggregate liability of such Holder for indemnification and reimbursement obligations hereunder shall be several and not joint and shall be limited to under this Section 5 exceed the amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such selling Holder from the sale of Registrable Securities which gave rise to shares in such indemnification or reimbursement obligationoffering.

Holder. Each Holder agreeshereby represents and warrants to the Company in connection with the grant of the RSUs hereunder, if Registrable and the issuance of any Units in respect of such RSUs, that: • [IF USING RULE 701] [▇▇▇▇▇▇ understands that the Units have not been registered under the Securities or other Act, nor qualified under any state securities held by such Holder are included in the securities as to which such registrationlaws, and that it is being effected, offered and sold pursuant to, severally and in reliance upon, the exemption from such registration provided by Rule 701 promulgated under the Securities Act for security issuances under compensatory benefit plans such as the Plan;] • [IF USING SECTION 4(a)(2)] [Holder understands that the Units have not jointlybeen registered under the Securities Act, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter, if any, of the Company’ nor qualified under any state securities covered by such a Registration Statementlaws, and each person who controls that it is being offered and sold pursuant to an exemption from such Underwriter within registration and qualification based in part upon Holder’s representations contained herein; the meaning of Units are being issued to Holder hereunder in reliance upon the exemption from such registration provided by Section 15 4(a)(2) of the Securities Act or Section 20 for transactions by an issuer not involving any public offering; • Holder is an “accredited investor” as such term is defined in Rule 501(a) under Regulation D of the Exchange ActSecurities Act and has such knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of the investment contemplated by this Award Agreement; and ▇▇▇▇▇▇ is able to bear the economic risk of this investment in the Company (including a complete loss of this investment); • Except as specifically provided herein or in the Plan, from Holder has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge all or any portion of his, her or its Units, and against all expenses, claims, losses, damages, judgments and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in has no current plans to enter into any such Registration Statementcontract, prospectusundertaking, offering circular understanding, agreement or other document incident to such registrationarrangement; • Holder has not seen, received, been presented with, or been solicited by any omission (leaflet, public promotional meeting, article or alleged omission) to state therein a material fact required to be stated therein any other form of advertising or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing general solicitation as to the Company by such selling Company’s sale to Holder expressly for use thereinof his, her or its Units; • Holder is familiar with the business and shall reimburse operations of the Company and has been afforded an opportunity to ask such directors questions of the Company’s agents, accountants and officersother representatives concerning the Company’s proposed business, Underwriters operations, financial condition, assets, liabilities and other relevant matters as he, she or control persons it has deemed necessary or desirable in order to evaluate the merits and risks of Underwriters the investment contemplated herein;] • Holder has been informed that the Units are restricted securities under the Securities Act and may not be resold or transferred unless the Units are first registered under the federal securities laws or unless an exemption from such registration is available; and • Holder is prepared to hold the Units for any legal or any other expenses reasonably incurred in connection with investigating or defending any such expensean indefinite period and that Holder is aware that Rule 144 as promulgated under the Securities Act, claimwhich exempts certain resales of restricted securities, loss, damage, judgment, liability or action, in each case is not presently available to exempt the extent, but only to resale of the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document incident to such registration, and contained in a writing furnished by the Holder to the Company specifically for use in preparing such Registration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything herein to the contrary, each selling Holder’s indemnification and reimbursement obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such selling Holder Units from the sale registration requirements of Registrable the Securities which gave rise to such indemnification or reimbursement obligation.Act. By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Print Name: Title: EVP and Chief Human Resources Officer Date: Date:

Holder. Each Holder agrees(i) HOLDER hereby severally, if Registrable Securities or other securities held by such Holder are included in the securities as to which such registrationitself, represents and warrants to the New Creditor that as of the date hereof: (i) it is being effected, to, severally duly formed and not jointly, indemnify and hold harmless validly existing under the Company, each laws of the state or jurisdiction of its directors organization, (ii) it has the power and officers authority to enter into, execute, deliver and each Underwritercarry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action, (iii) the execution of this Agreement by HOLDER will not violate or conflict with its organizational documents, any material agreement binding upon HOLDER or any law, regulation or order or require any consent or approval which has not been obtained, and (iv) this Agreement is the legal, valid and binding obligation of HOLDER, enforceable against HOLDER in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles. (ii) HOLDER acknowledges that (i) New Creditor currently may have, and later may come into possession of, information with respect to the Company that is not known to HOLDER and that may be material to a decision to execute and deliver this Agreement and to consent to the transactions contemplated by the New Creditor Securities Purchase Agreement (“HOLDER Excluded Information”), (ii) HOLDER has determined to execute and deliver this Agreement and to consent to the transactions contemplated by the New Creditor Securities Purchase Agreement notwithstanding its lack of knowledge of HOLDER Excluded Information, if any, of the Company’ securities covered by such a Registration Statementand (iii) New Creditor shall have no liability to HOLDER, and each person who controls such Underwriter within HOLDER waives and releases any claims that it might have against New Creditor, whether under applicable securities laws or otherwise, with respect to the meaning nondisclosure of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against all expenses, claims, losses, damages, judgments and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document incident to such registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingHOLDER Excluded Information, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use thereinany, and shall reimburse the Company and such directors and officers, Underwriters or control persons of Underwriters for any legal or any other expenses reasonably incurred in connection with investigating or defending any such expense, claim, loss, damage, judgment, liability or action, in each case HOLDER’s and that may be material to a decision to execute and deliver this Agreement and to consent to the extenttransactions contemplated by the New Creditor Securities Purchase Agreement; provided, but only to the extenthowever, that such untrue statement (HOLDER Excluded Information, if any, shall not and does not affect the truth or alleged untrue statement) accuracy of the representations or omission (warranties of New Creditor in this Agreement or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document incident to such registration, and contained in a writing furnished by the Holder to the Company specifically for use in preparing such Registration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything herein to the contrary, each selling Holder’s indemnification and reimbursement obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such selling Holder from the sale of Registrable New Creditor Securities which gave rise to such indemnification or reimbursement obligationPurchase Agreement.

Holder. Each The Holder agreesrepresents, if Registrable Securities warrants, covenants and agrees that: (a) The Holder is acquiring this Warrant (including the Warrant Shares issuable hereunder) solely for investment, for its account or accounts and not with a view to, or for resale in connection with, the distribution or other securities held by disposition thereof, except for such Holder distributions and dispositions which are included in (i) explicitly permitted or contemplated under the securities as to which such registration, is being effected, to, severally and not jointly, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter, if any, terms of the Company’ securities covered by such a Registration Statement’s Organizational Documents the Framework Agreement or this Warrant, as applicable, and each person who controls (ii) effected in compliance with the Securities Act, the rules and regulations of the SEC promulgated thereunder and all applicable state securities and “blue sky” laws. (b) The Holder’s financial situation is such Underwriter that it can afford to bear the economic risk of holding this Warrant (including the Warrant Shares issuable hereunder) for an indefinite period of time and can afford to suffer a complete loss of its investment in the Company. (c) The Holder’s knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of its acquisition of this Warrant (including the Warrant Shares issuable hereunder). (d) The Holder is an “accredited investor” (within the meaning of Section 15 SEC Rule 501(a) of Regulation D promulgated under the Securities Act). The Holder acknowledges this Warrant may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under applicable securities Law, except pursuant to an applicable exemption therefrom, without compliance with any other applicable Law, and in compliance with the terms and conditions set forth in this Warrant the Framework Agreement and the Company’s Organizational Documents, which the Holder acknowledges includes certain limitations with respect to this Warrant (and the Warrant Shares issuable hereunder). (e) The Holder acknowledges that it has been afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, Representatives of the Securities Act or Section 20 Company concerning the terms and conditions of the Exchange Acttransactions contemplated hereby, from this Warrant (including the Warrant Shares issuable hereunder) and against all expensesthe merits and risks of investing in this Warrant (including the Warrant Shares issuable hereunder), claims, losses, damages, judgments and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statementquestions have been answered to the Holder’s reasonable satisfaction; (ii) access to information about the Company and its Subsidiaries and its and their financial condition, prospectusresults of operations, offering circular business, properties, management and prospects sufficient to enable it to evaluate its investment; (iii) the opportunity to obtain such additional information that the Company possesses or other document incident to such registration, can acquire without unreasonable effort or any omission (or alleged omission) to state therein a material fact required to be stated therein or expense that is necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity an informed investment decision with information furnished in writing respect to the Company by investment and any such selling Holder expressly for use therein, additional information has been provided to the Holder’s reasonable satisfaction; and shall reimburse (iv) the opportunity to ask questions of management of the Company and such directors and officers, Underwriters or control persons of Underwriters for any legal or any other expenses reasonably incurred in connection with investigating or defending any such expense, claim, loss, damage, judgment, liability or action, in each case questions have been answered to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document incident to such registration, and contained in a writing furnished by the Holder to the Company specifically for use in preparing such Registration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything herein to the contrary, each selling Holder’s indemnification reasonable satisfaction. The Holder has sought such accounting, legal and reimbursement obligations hereunder shall be several and not joint and shall be limited tax advice as it has considered necessary to make an informed decision with respect to its acquisition of this Warrant (including the amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such selling Holder from the sale of Registrable Securities which gave rise to such indemnification or reimbursement obligationWarrant Shares issuable hereunder).

Holder. Each (a) Owner shall ensure that this Agreement shall remain in effect throughout the Term, free from interference by any Holder. In furtherance of such obligation, Owner shall obtain for the benefit of Operator (and Operator, at Owner’s request, shall enter into) a subordination and non-disturbance agreement from each such Holder agreeson terms reasonably acceptable to Operator, if Registrable Securities which subordination and non-disturbance agreement (each an “SNDA”) shall provide, among other things, that (i) Operator shall have the right to use any and all funds in the Operating Accounts in accordance with this Agreement and the Cash Management Policies, (ii) such Holder shall not transfer the Hotel to an Unsuitable Person and (iii) this Agreement shall stay in effect following the appointment of a receiver, any foreclosure, deed-in-lieu of foreclosure or other securities held transfer by or on behalf of such Holder. (b) Without limiting the foregoing obligation, Owner shall provide to Operator a true and complete copy of all Security Agreements, agreements with a Holder related to cash management and other financing documents within thirty days of the execution of such documents, as well as the address where notices may be served upon the Lender. (c) [Intentionally Omitted]. (d) The Security Instrument shall not grant a security interest of any type in the Operating Accounts or any sub-account thereof unless the Lender expressly recognizes in writing the rights of Operator to use all funds in such accounts for the purposes permitted by this Agreement, in which event Operator will, upon reasonable request of Owner, assist the Lender in establishing or perfecting such security interest. (e) If title to or possession of the Hotel is transferred by judicial or administrative process to a Person that is an Unsuitable Person and such circumstance is not cured within one hundred eighty (180) days after Operator sends notice to Owner, then Operator may terminate this Agreement on at least sixty (60) days’ prior notice without affecting Operator’s other rights and remedies under this Agreement. (f) Upon foreclosure of any Security Agreement by judicial action, private sale or otherwise, or upon a conveyance by a deed in lieu of foreclosure, or upon any similar proceeding or conveyance pursuant to which a Holder or any other Person shall become the owner of the Hotel or any part thereof or interest therein, the rights of Operator under this Agreement shall not be terminated, extinguished or interfered with, except in accordance with the provisions of this Agreement and any SNDA then in effect, nor shall Operator be named or made a party to such action by such Holder are included in the securities as to which such registration, is being effected, to, severally and not jointly, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter, if any, of the Company’ securities covered by such a Registration Statement, and each person who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against all expenses, claims, losses, damages, judgments and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document incident to such registration, or 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, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, and shall reimburse the Company and such directors and officers, Underwriters or control persons of Underwriters for any legal or any other expenses reasonably incurred in connection with investigating or defending any such expense, claim, loss, damage, judgment, liability or action, in each case to the extent, but excepting only to the extentextent required for the maintenance of such action), and such Holder or other Person, as the case may be (a “Foreclosure Purchaser”), shall be bound by the terms and conditions of this Agreement to the same extent as if such Holder or other Person had been the original Owner hereunder, and at Operator’s request such Holder or other Person shall execute an agreement in writing with Operator agreeing to be so bound; provided, however, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document incident to such registration, and contained in a writing furnished by the Holder to the Company specifically for use in preparing such Registration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything herein to the contrary, each selling Holder’s indemnification and reimbursement obligations hereunder no Foreclosure Purchaser shall be several and not joint and shall be limited to liable for the amount prior defaults of any net proceeds (after Owner, for the payment of any underwriting feesManagement Fees or other amounts that are accrued and owing, discountsbut unpaid, commissions to Operator (whether under this Agreement or taxesotherwise) actually received by as of the date the Foreclosure Purchaser acquires the Hotel. (g) If this Agreement is terminated or rejected under applicable bankruptcy, insolvency or other laws affecting creditors’ rights and Holder or any successor or assign should thereafter acquire the Hotel in or through such selling proceedings, Holder shall, or shall cause a purchaser to, enter into a new management agreement with Operator and Operator agrees to execute and deliver the same on its behalf and thereby attorn to purchaser under the new management agreement upon the same terms and conditions contained in this Agreement except that the term thereof would be the remaining term under this Agreement from the sale date of Registrable Securities the execution of such new agreement; provided that Operator shall not be obligated to enter into a new management agreement nor attorn to purchaser under the new management agreement unless (A) all outstanding sums owed to Operator under this Agreement are paid and Holder or such purchaser undertakes to cure any other default under this Agreement unless such defaults are not reasonably susceptible of cure by Holder or such purchasers (in which gave rise event such defaults shall be deemed waived by Operator) and (B) Operator is compensated for managing the Hotel during the interim period from the date of the termination of this Agreement to the date of the execution of the new management agreement as if this Agreement were in effect during such indemnification or reimbursement obligationinterim period.

Holder. Each Holder agreeshereby represents and warrants to the Company in connection with the grant of the RSUs hereunder, if Registrable and the issuance of any Units in respect of such RSUs, that: • Holder understands that the Units have not been registered under the Securities or other Act, nor qualified under any state securities held by such Holder are included in the securities as to which such registrationlaws, and that it is being effected, to, severally offered and not jointly, indemnify sold pursuant to an exemption from such registration and hold harmless qualification based in part upon Holder’s representations contained herein; the Company, each of its directors and officers and each Underwriter, if any, of Units are being issued to Holder hereunder in reliance upon the Company’ securities covered exemption from such registration provided by such a Registration Statement, and each person who controls such Underwriter within the meaning of Section 15 4(a)(2) of the Securities Act or Section 20 for transactions by an issuer not involving any public offering; • Holder is an “accredited investor” as such term is defined in Rule 501(a) under Regulation D of the Exchange ActSecurities Act and has such knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of the investment contemplated by this Restated Award Agreement; and Holder is able to bear the economic risk of this investment in the Company (including a complete loss of this investment); • Except as specifically provided herein or in the Plan, from Holder has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge all or any portion of his, her or its Units, and against all expenses, claims, losses, damages, judgments and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in has no current plans to enter into any such Registration Statementcontract, prospectusundertaking, offering circular understanding, agreement or other document incident to such registrationarrangement; • Holder has not seen, received, been presented with, or been solicited by any omission (leaflet, public promotional meeting, article or alleged omission) to state therein a material fact required to be stated therein any other form of advertising or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing general solicitation as to the Company by such selling Company’s sale to Holder expressly for use thereinof his, her or its Units; • Holder is familiar with the business and shall reimburse operations of the Company and has been afforded an opportunity to ask such directors questions of the Company’s agents, accountants and officersother representatives concerning the Company’s proposed business, Underwriters operations, financial condition, assets, liabilities and other relevant matters as he, she or control persons it has deemed necessary or desirable in order to evaluate the merits and risks of Underwriters the investment contemplated herein; • Holder has been informed that the Units are restricted securities under the Securities Act and may not be resold or transferred unless the Units are first registered under the federal securities laws or unless an exemption from such registration is available; and • Holder is prepared to hold the Units for any legal or any other expenses reasonably incurred in connection with investigating or defending any such expensean indefinite period and that Holder is aware that Rule 144 as promulgated under the Securities Act, claimwhich exempts certain resales of restricted securities, loss, damage, judgment, liability or action, in each case is not presently available to exempt the extent, but only to resale of the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document incident to such registration, and contained in a writing furnished by the Holder to the Company specifically for use in preparing such Registration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything herein to the contrary, each selling Holder’s indemnification and reimbursement obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such selling Holder Units from the sale registration requirements of Registrable the Securities which gave rise to such indemnification or reimbursement obligation.Act. By: Name: Print Name: Title: Date: Date:

Holder. Each Holder agrees, if Registrable Securities or other securities held by such Holder are included in the securities as to which such registration, is being effected, to, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and officers and each Underwriter, if any, of the Company’ securities covered by such a Registration Statement, and each person who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against all expenses, claims, losses, damages, judgments and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document incident to such registration, or 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, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, and shall reimburse the Company and such directors and officers, Underwriters or control persons of Underwriters for any legal or any other expenses reasonably incurred in connection with investigating or defending any such expense, claim, loss, damage, judgment, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document incident to such registration, and contained in a writing furnished by the Holder to the Company specifically for use in preparing such Registration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything herein to the contrary, each selling Holder’s indemnification and reimbursement obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such selling Holder from the sale of Registrable Securities which gave rise to such indemnification or reimbursement obligation.

Holder. Each Holder agreeshereby represents and warrants to the Company in connection with the grant of the RSUs hereunder, if Registrable and the issuance of any Units in respect of such RSUs, that: • Holder understands that the Units have not been registered under the Securities or other Act, nor qualified under any state securities held by such Holder are included in the securities as to which such registrationlaws, and that it is being effected, to, severally offered and not jointly, indemnify sold pursuant to an exemption from such registration and hold harmless qualification based in part upon Holder’s representations contained herein; the Company, each of its directors and officers and each Underwriter, if any, of Units are being issued to Holder hereunder in reliance upon the Company’ securities covered exemption from such registration provided by such a Registration Statement, and each person who controls such Underwriter within the meaning of Section 15 4(a)(2) of the Securities Act or Section 20 for transactions by an issuer not involving any public offering; • Holder is an “accredited investor” as such term is defined in Rule 501(a) under Regulation D of the Exchange ActSecurities Act and has such knowledge and experience in financial and business matters that ▇▇▇▇▇▇ is capable of evaluating the merits and risks of the investment contemplated by this Award Agreement; and ▇▇▇▇▇▇ is able to bear the economic risk of this investment in the Company (including a complete loss of this investment); • Except as specifically provided herein or in the Plan, from Holder has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge all or any portion of his, her or its Units, and against all expenses, claims, losses, damages, judgments and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in has no current plans to enter into any such Registration Statementcontract, prospectusundertaking, offering circular understanding, agreement or other document incident to such registrationarrangement; • Holder has not seen, received, been presented with, or been solicited by any omission (leaflet, public promotional meeting, article or alleged omission) to state therein a material fact required to be stated therein any other form of advertising or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing general solicitation as to the Company by such selling Company’s sale to Holder expressly for use thereinof his, her or its Units; • Holder is familiar with the business and shall reimburse operations of the Company and has been afforded an opportunity to ask such directors questions of the Company’s agents, accountants and officersother representatives concerning the Company’s proposed business, Underwriters operations, financial condition, assets, liabilities and other relevant matters as he, she or control persons it has deemed necessary or desirable in order to evaluate the merits and risks of Underwriters the investment contemplated herein; • Holder has been informed that the Units are restricted securities under the Securities Act and may not be resold or transferred unless the Units are first registered under the federal securities laws or unless an exemption from such registration is available; and • Holder is prepared to hold the Units for any legal or any other expenses reasonably incurred in connection with investigating or defending any such expensean indefinite period and that Holder is aware that Rule 144 as promulgated under the Securities Act, claimwhich exempts certain resales of restricted securities, loss, damage, judgment, liability or action, in each case is not presently available to exempt the extent, but only to resale of the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document incident to such registration, and contained in a writing furnished by the Holder to the Company specifically for use in preparing such Registration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything herein to the contrary, each selling Holder’s indemnification and reimbursement obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such selling Holder Units from the sale registration requirements of Registrable the Securities which gave rise to such indemnification or reimbursement obligation.Act. By: Name: Print Name: Title: Date: Date:

Holder. Each Holder agreeshereby represents and warrants to the Company in connection with the grant of the RSUs hereunder, if Registrable and the issuance of any Units in respect of such RSUs, that: • [IF USING RULE 701] [Holder understands that the Units have not been registered under the Securities or other Act, nor qualified under any state securities held by such Holder are included in the securities as to which such registrationlaws, and that it is being effected, offered and sold pursuant to, severally and in reliance upon, the exemption from such registration provided by Rule 701 promulgated under the Securities Act for security issuances under compensatory benefit plans such as the Plan;] • [IF USING SECTION 4(a)(2)] [Holder understands that the Units have not jointlybeen registered under the Securities Act, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter, if any, of the Company’ nor qualified under any state securities covered by such a Registration Statementlaws, and each person who controls that it is being offered and sold pursuant to an exemption from such Underwriter within registration and qualification based in part upon Holder’s representations contained herein; the meaning of Units are being issued to Holder hereunder in reliance upon the exemption from such registration provided by Section 15 4(a)(2) of the Securities Act or Section 20 for transactions by an issuer not involving any public offering; • Holder is an “accredited investor” as such term is defined in Rule 501(a) under Regulation D of the Exchange ActSecurities Act and has such knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of the investment contemplated by this Restated Award Agreement; and Holder is able to bear the economic risk of this investment in the Company (including a complete loss of this investment); • Except as specifically provided herein or in the Plan, from Holder has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge all or any portion of his, her or its Units, and against all expenses, claims, losses, damages, judgments and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in has no current plans to enter into any such Registration Statementcontract, prospectusundertaking, offering circular understanding, agreement or other document incident to such registrationarrangement; • Holder has not seen, received, been presented with, or been solicited by any omission (leaflet, public promotional meeting, article or alleged omission) to state therein a material fact required to be stated therein any other form of advertising or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing general solicitation as to the Company by such selling Company’s sale to Holder expressly for use thereinof his, her or its Units; • Holder is familiar with the business and shall reimburse operations of the Company and has been afforded an opportunity to ask such directors questions of the Company’s agents, accountants and officersother representatives concerning the Company’s proposed business, Underwriters operations, financial condition, assets, liabilities and other relevant matters as he, she or control persons it has deemed necessary or desirable in order to evaluate the merits and risks of Underwriters the investment contemplated herein;] • Holder has been informed that the Units are restricted securities under the Securities Act and may not be resold or transferred unless the Units are first registered under the federal securities laws or unless an exemption from such registration is available; and • Holder is prepared to hold the Units for any legal or any other expenses reasonably incurred in connection with investigating or defending any such expensean indefinite period and that Holder is aware that Rule 144 as promulgated under the Securities Act, claimwhich exempts certain resales of restricted securities, loss, damage, judgment, liability or action, in each case is not presently available to exempt the extent, but only to resale of the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document incident to such registration, and contained in a writing furnished by the Holder to the Company specifically for use in preparing such Registration Statement, prospectus, offering circular or other document incident to such registration, qualification or compliance in that writing. Notwithstanding anything herein to the contrary, each selling Holder’s indemnification and reimbursement obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such selling Holder Units from the sale registration requirements of Registrable the Securities which gave rise to such indemnification or reimbursement obligation.Act. By: Name: Print Name: Title: Date: Date: