Common use of Indemnification; Expenses Clause in Contracts

Indemnification; Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify the Agent, each Lender and each Participant and their respective Related Parties against (each, an “Indemnified Person”), and shall hold each Indemnified Person harmless from, any and all losses, claims, taxes (other than an Excluded Tax) damages and liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expenses, to the actual documented fees and disbursements of one counsel collectively for such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) arising out of, in any way connected with, or as a result of (i) the use of any of the proceeds of the Loans; (ii) this Agreement or any other Loan Document; (iii) the transactions contemplated by this Agreement or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to any of the foregoing (including, without limitation, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party or any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not apply to any such losses, claims, damages, liabilities or related expenses to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined by a final, non-appealable judgment of a court of competent jurisdiction, (2) a material breach by such Indemnified Person of its obligations under any Loan Document, as determined by a court of competent jurisdiction by final and non-appealable judgment, at a time when no Loan Party has materially breached its obligations under any Loan Document or (3) disputes solely among the Indemnified Persons (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Persons), other than claims against the Agent or any of its Related Parties in connection with their respective roles as the Agent. All amounts due under this Section 9.02(a) shall be payable on written demand therefor.

Indemnification; Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify the Agent, each Lender and each Participant and their respective Related Parties managers, directors, officers, employees, attorneys and agents against (each, an “Indemnified Person”), and shall hold each Indemnified Person harmless from, any and all losses, claims, taxes (other than an Excluded Tax) damages and liabilities and related reasonable (provided such “reasonable” qualifier shall not apply with respect to costs and expenses of Agent incurred during the existence of an Event of Default) expenses, documented costs including reasonable counsel fees and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other any Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expenses, to the actual documented fees and disbursements of one counsel collectively for such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) Person arising out of, in any way connected with, or as a result of of: (ia) the use of any of the proceeds of the LoansTerm Loan; (iib) this Agreement or any other Loan Document; (iiic) the transactions contemplated by this Agreement or any other Loan Document; (ivd) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (ve) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective its Affiliates or any Sponsor Affiliate; and/or (vif) any claim, litigation, investigation or proceeding relating to any of the foregoing (including, without limitation, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party or any of its agents or representatives)foregoing, whether or not the Agent, any Lender, any Participant or any of their respective Related Parties directors, officers, managers, employees, attorneys or agents are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not apply to any such losses, claims, damages, liabilities or related expenses to the extent arising solely from (1) the willful misconduct or gross negligence of such any Indemnified Person as determined by a final, non-appealable judgment of a court of competent jurisdiction, (2) a material breach by such Indemnified Person of its obligations under any Loan Document, as determined by a court of competent jurisdiction by final and non-appealable judgment, at a time when no Loan Party has materially breached its obligations under any Loan Document or (3) disputes solely among the Indemnified Persons (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Persons), other than claims against the Agent or any of its Related Parties in connection with their respective roles as the Agent. All amounts due under this Section 9.02(a) 9.02 shall be payable on written demand therefor.

Indemnification; Expenses. The Borrowers jointly and severally agree (a) Whether to pay or not reimburse each Agent for all its reasonable and documented out of pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby are consummatedand thereby, including the Borrower reasonable and documented fees and disbursements of counsel to such Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to BA prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter as such Agent shall indemnify the Agentdeem appropriate, (b) to pay or reimburse each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable and documented fees, charges and disbursements of counsel to each Participant Lender and their respective Related Parties against of counsel to such Agent, (eachc) to pay, an “Indemnified Person”)indemnify, and shall hold each Indemnified Person Lender and Agent harmless from, any and all losses, claims, taxes (other than an Excluded Tax) damages recording and liabilities and related reasonable, documented costs and expenses, including legal counsel filing fees and expenses incurred by (x) Agent any and (y) all other Indemnified Persons (solely liabilities with respect to this sub-clause (y)to, limitedor resulting from any delay in paying, in the case of legal costs stamp, excise and expenses, to the actual documented fees and disbursements of one counsel collectively for such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) andother taxes, if reasonably necessaryany, one local counsel that may be payable or determined to be payable in any relevant jurisdiction connection with the execution and one regulatory counsel in each relevant jurisdiction) arising out delivery of, in any way connected with, or as a result of (i) the use consummation or administration of any of the proceeds of the Loans; (ii) this Agreement transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Document; Documents and any such other documents, and (iiid) to pay, indemnify, and hold each Lender and Agent and their respective Affiliates and their respective officers, directors, employees, advisors, affiliates, agents, successors, partners, representatives and assigns (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the transactions contemplated by execution, delivery, enforcement, performance and administration of this Agreement or any Agreement, the other Loan Document; Documents (iv) the ownership and operation regardless of any Loan Party’s whether such Person or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises is or is alleged not a party to arise from any agreementsuch actions or suits and regardless of whether the Indemnitee is the plaintiff or defendant in such actions or suits) and any such other documents, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable and documented fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, that no Borrower shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or such Indemnitee’s controlled affiliates (including, without limitation, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party controlling persons) or any of its agents or representatives)their respective directors, whether or officers and employees. Without limiting the foregoing, and to the extent permitted by applicable law, each of the Borrowers agrees not the Agentto assert and to cause its Subsidiaries not to assert, any Lenderand hereby waives and agrees to cause its Subsidiaries to waive, any Participant all rights for contribution or any other rights of their respective Related Parties are a party thereto; provided that such indemnity provided recovery with respect to any such Indemnified Person shall not apply to any such lossesall claims, claimsdemands, penalties, fines, liabilities, settlements, damages, liabilities costs and expenses of whatever kind or nature, under or related expenses to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined by a finalEnvironmental Laws, non-appealable judgment of a court of competent jurisdiction, (2) a material breach by such Indemnified Person of its obligations under any Loan Document, as determined by a court of competent jurisdiction by final and non-appealable judgment, at a time when no Loan Party has materially breached its obligations under any Loan Document or (3) disputes solely among the Indemnified Persons (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Persons), other than claims against the Agent or that any of its Related Parties in connection with their respective roles as the Agentthem might have by statute or otherwise against any Indemnitee. All amounts due under this Section 9.02(a) 11.5 shall be payable on not later than 10 days after written demand therefor. Notwithstanding the foregoing, this Section 11.5 shall not apply to Taxes except as necessary to hold an Indemnitee harmless from and against any and all Indemnified Liabilities with respect to any non-Tax claim. The agreements in this Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Indemnification; Expenses. Credit Parties shall and hereby agree to jointly and severally indemnify, defend and hold harmless Lender and its directors, officers, agents, employees, counsel, advisors and Affiliates from and against (a) Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify the Agent, each Lender and each Participant and their respective Related Parties against (each, an “Indemnified Person”), and shall hold each Indemnified Person harmless from, any and all losses, claims, taxes (other than an Excluded Tax) damages and liabilities and related reasonabledamages, documented costs and expensesliabilities, including legal counsel fees and deficiencies, judgments or expenses incurred by any of them (xexcept to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) Agent arising out of or by reason of any litigations, investigations, claims or proceedings which arise out of or are in any way related to (i) any of the Credit Documents, any of the Related Transactions or any of the respective transactions contemplated thereby; (ii) the administration by Lender of the credit facility under this Credit Agreement as a co-borrowing facility with a borrowing agent and funds administrator, (yiii) all any actual or proposed use by any Credit Party of the proceeds of any Revolving Loans; or (iv) Lender’s entering into this Credit Agreement, the other Indemnified Persons (solely with respect to this subCredit Documents or any other agreements, instruments or documents relating thereto, including amounts paid in-clause (y)settlement, limited, in the case of legal court costs and expenses, to the actual documented fees and disbursements of one counsel collectively for incurred in connection with any such Indemnified Persons (pluslitigation, investigation, claim or proceeding or 60 any advice rendered in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) arising out of, in any way connected with, or as a result of (i) the use of connection with any of the proceeds of the Loansforegoing; and (iib) this Agreement or any other Loan Document; (iii) the transactions contemplated by this Agreement or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to any of the foregoing (including, without limitation, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party or any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not apply to any such losses, claims, damages, liabilities liabilities, deficiencies, judgments or related expenses that arise directly or indirectly from or in connection with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent arising solely from (1) that the willful misconduct or gross negligence Obligations of any Credit Party hereunder are unenforceable for any reason, such Credit Party hereby agrees to make the maximum contribution to the payment and satisfaction of such Indemnified Person as determined Obligations which is permissible under applicable law. Each Credit Party’s obligations hereunder shall survive any termination of this Credit Agreement and the other Credit Documents and Payment in Full, and are in addition to, and not in substitution of, any other of its Obligations. In addition, each Credit Party shall, upon demand, pay to Lender all Expenses, including, without limitation, costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by a finalLender in (i) enforcing or defending its rights under or in respect of this Credit Agreement, non-appealable judgment of a court of competent jurisdictionthe other Credit Documents or any other agreement, document or instrument now or hereafter executed and delivered in connection herewith, (2ii) a material breach by such Indemnified Person of its obligations under any Loan Documentcollecting the Revolving Loans and other Obligations, as determined by a court of competent jurisdiction by final and non-appealable judgment, at a time when no Loan Party has materially breached its obligations under any Loan Document (iii) foreclosing or (3) disputes solely among otherwise collecting upon the Indemnified Persons (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Persons), other than claims against the Agent Collateral or any of its Related Parties part thereof and (iv) obtaining any legal, accounting or other advice in connection with their respective roles as any of the Agent. All amounts due under this Section 9.02(a) shall be payable on written demand thereforforegoing.

Indemnification; Expenses. You agree (a) Whether or not the transactions contemplated hereby are consummated, the Borrower shall to indemnify the Agent, each Lender and each Participant hold harmless Credit Suisse and its affiliates and their respective Related Parties against officers, directors, employees, agents, advisors, controlling persons, members and successors and assigns (each, an “Indemnified Person”), ) from and shall hold each Indemnified Person harmless from, against any and all losses, claims, taxes (other than an Excluded Tax) damages and damages, liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expensesjoint or several, to the actual documented fees and disbursements of one counsel collectively for which any such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) Person may become subject arising out ofof or in connection with this Commitment Letter, in any way connected withthe Fee Letter, or as a result of (i) the use of any of Transactions, the proceeds of the Loans; (ii) this Agreement Facilities or any other Loan Document; (iii) the transactions contemplated by this Agreement related transaction or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to any of the foregoing (includingforegoing, without limitation, any improper use or disclosure or unlawful use or disclosure regardless of Customer Information by a Loan Party or any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not is a party thereto (and regardless of whether such matter is initiated by a third party or by you or any of your affiliates), and to reimburse each such Indemnified Person upon demand for any reasonable 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 any such losses, claims, damages, liabilities or related expenses to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined by they are found in a final, non-appealable judgment of a court of competent jurisdiction, (2) a material breach by jurisdiction to have resulted from the willful misconduct or gross negligence of such Indemnified Person Person, and (b) if the Closing Date occurs, to reimburse Credit Suisse from time to time, upon presentation of its obligations under any Loan Documenta summary statement, as determined by a court for all reasonable out-of-pocket expenses (including but not limited to expenses of competent jurisdiction by final Credit Suisse’s due diligence investigation, consultants’ fees, syndication expenses, travel expenses and non-appealable judgmentfees, at a time when no Loan Party has materially breached its obligations under any Loan Document or (3) disputes solely among the Indemnified Persons (disbursements and not involving any other Persons) for actions by one or more charges of the Indemnified Persons (and not involving any other Personscounsel), other than claims against the Agent or any of its Related Parties in each case incurred in connection with their respective roles as the AgentFacilities and the preparation of this Commitment Letter, the Fee Letter, the definitive documentation for the Facilities and any ancillary agreements and security arrangements in connection therewith. All amounts due under Notwithstanding any other provision of this Section 9.02(a) Commitment Letter, no Indemnified Person shall be payable on written demand thereforliable for any indirect, special, punitive or consequential damages in connection with the Facilities.

Indemnification; Expenses. The Company shall, subject to the subordination terms set forth in Section 12, to the fullest extent permitted by law, and in addition to any such rights which any Indemnified Party (aas defined below) Whether may have pursuant to statute or not otherwise, indemnify and hold harmless the transactions contemplated hereby are consummatedPayee (including any officers, directors, employees, agents, representatives, heirs, successors or assignees thereof, the Borrower shall indemnify the Agent, each Lender "Indemnified Parties") from and each Participant and their respective Related Parties against (each, an “Indemnified Person”), and shall hold each Indemnified Person harmless from, any and all losses, claims, taxes (other than an Excluded Tax) damages damages, expenses and liabilities and related reasonableliabilities, documented costs and expensesjoint or several, including any investigation, legal counsel fees and other expenses incurred by (x) Agent in connection with the investigation, defense, settlement or appeal of, and (y) all other Indemnified Persons (solely with respect to this sub-clause (y)any amount paid in settlement of, limitedany action, in the case of legal costs and expensessuit or proceeding or any claim asserted, to the actual documented fees and disbursements of one counsel collectively for such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) arising out of, in any way connected withwhich they, or any of them, become subject as a result of (i) the use execution and delivery of any of the proceeds of the Loans; (ii) this Agreement Note or any other Loan Document; (iii) the transactions contemplated by this Agreement credit having been extended hereunder, or any other Loan Document; (iv) the ownership and operation of any Loan Party’s in connection with or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect arising out of the transactions contemplated by hereunder, including any legal costs and expenses arising out of or incurred in connection with the enforcement of this Agreement or any other Loan Document which arises or is alleged Note, except to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to any of the foregoing (including, without limitation, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party or any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not apply to any extent such losses, claims, damages, expenses or liabilities or related expenses to arise from the extent arising solely from (1) the gross negligence, willful misconduct or gross negligence bad faith of such any Indemnified Person as determined Party. The indemnification provided for in this Section 13 will remain in full force and effect regardless of any investigation made by a final, non-appealable judgment of a court of competent jurisdiction, (2) a material breach by such Indemnified Person of its obligations under any Loan Document, as determined by a court of competent jurisdiction by final and non-appealable judgment, at a time when no Loan Party has materially breached its obligations under any Loan Document or (3) disputes solely among the Indemnified Persons (and not involving any other Persons) for actions by one or more on behalf of the Indemnified Persons (Parties. Subject to the subordination terms set forth in Section 12, the Company shall pay all out-of-pocket costs and not involving expenses reasonably incurred by the Payee with respect to the negotiation, execution and delivery of, any other Persons)amendments, other than claims against modifications or waivers to, and performance of this Note and the Agent agreements, documents and instruments contemplated hereby or any executed pursuant hereto, including the reasonable legal fees and disbursements for the professional services of its Related Parties counsel to the Payee. Subject to the subordination terms set forth in Section 12, upon and after the date hereof, the Company shall pay all out-of-pocket costs incurred by the Payee in connection with their respective roles as the Agent. All amounts due under enforcement of this Section 9.02(a) shall be payable on written demand thereforNote, and the agreements, documents and instruments contemplated hereby or executed pursuant hereto.

Indemnification; Expenses. (a) Whether or not any of the transactions contemplated hereby by this Commitment Letter are consummated, the Borrower shall NGP hereby agrees (i) to indemnify the Agentand hold harmless XX Xxxxxxxxx, each Lender Xxxxxx Xxxxxxx and each Participant their affiliates and their respective Related Parties against officers, directors, employees, agents, advisors, controlling persons, members and successors and assigns (each, an “"Indemnified Person”"), without duplication, from and shall hold each Indemnified Person harmless from, against any and all losses, claims, taxes (other than an Excluded Tax) damages and damages, liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expenses, to the actual documented fees and disbursements of one counsel collectively for which any such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) Person may become subject arising out ofof or in connection with this Commitment Letter, in any way connected withthe Transactions, or as a result of (i) the use of any of proceeds thereof, the proceeds of the Loans; (ii) this Agreement Project, or any other Loan Document; (iii) the transactions contemplated by this Agreement related transaction or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to any of the foregoing (includingforegoing, without limitation, any improper use or disclosure or unlawful use or disclosure regardless of Customer Information by a Loan Party or any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not is a party thereto (and regardless of whether such matter is initiated by a third party or by you, NGP or any of the respective affiliates of each), and to reimburse each such Indemnified Person upon demand for any reasonable 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 any such losses, claims, damages, liabilities or related expenses (x) to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined by they are found in a final, non-appealable judgment of a court of competent jurisdiction, jurisdiction to have resulted from the willful misconduct or gross negligence of such Indemnified Person or (2y) arising from a material breach by such Indemnified Person of its our obligations under any Loan Documentthis Commitment Letter and (ii) to reimburse each of us from time to time, as determined by upon presentation of a court of competent jurisdiction by final and nonreasonably detailed summary statement, for all reasonable out-appealable judgmentof-pocket expenses in each case, at a time when no Loan Party has materially breached its obligations under any Loan Document or (3) disputes solely among the Indemnified Persons (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Persons), other than claims against the Agent or any of its Related Parties incurred in connection with their respective roles as the AgentTransactions and the preparation, negotiation and enforcement of this Commitment Letter, the definitive documentation for the MS Equity Investment and any ancillary documents in connection therewith (including, without limitation, (A) reasonable and documented travel expenses, (B) any sales, use or similar taxes arising in connection with any matter referred to in this Commitment Letter, (C) the reasonable and documented fees and disbursements of external advisors and fees and disbursements of other consultants hired with your consent, and (D) expenses of our due diligence investigation). You further agree that, without our prior written consent (which consent will not be unreasonably withheld), you will not enter into any settlement of a lawsuit, claim or other proceeding arising out of this Commitment Letter, the MS Equity Investment, the use of proceeds thereof, the Project, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, unless such settlement includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Persons. All amounts due under this Section 9.02(a) reimbursement of out-of-pocket expenses of any Indemnified Person payable hereunder shall be payable on written demand thereforpaid in immediately available U.S. dollars, free and clear of any deductions, impositions, withholdings, taxes or otherwise, whether applicable now or in the future, and without any other deduction, set-off or counterclaim.

Indemnification; Expenses. The Borrower agrees (a) Whether to pay or not reimburse each Agent for all its reasonable and documented out of pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby are consummatedand thereby, including the reasonable and documented fees, charges and disbursements of one primary counsel (with exceptions for conflicts of interest) and one local counsel in each relevant jurisdiction to such Agent and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter as such Agent shall indemnify the Agentdeem appropriate, (b) to pay or reimburse each Lender and Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable and documented fees, charges and disbursements of one primary counsel (with exceptions for conflicts of interest) and one local counsel in each Participant relevant jurisdiction to the Lenders and their respective Related Parties against Agents, (eachc) to pay, an “Indemnified Person”)indemnify, and shall hold each Indemnified Person Lender and Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Agent and their respective Affiliates and their respective officers, directors, employees, advisors, affiliates, agents, successors, partners, representatives and assigns (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, claimsdamages, taxes penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents (regardless of whether such Person or any Loan Party is or is not a party to any such actions or suits and regardless of whether the Indemnitee is the plaintiff or defendant in such actions or suits) and any such other than an Excluded Tax) damages and liabilities and related reasonable, documented costs and expensesdocuments, including legal counsel any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the reasonable and documented fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expenses, to the actual documented fees and disbursements of one primary counsel collectively (with exceptions for such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, and one local counsel in any each relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) arising out ofconnection with claims, in actions or proceedings by any way connected with, or as a result of (i) the use of any of the proceeds of the Loans; (ii) this Agreement or any other Loan Document; (iii) the transactions contemplated by this Agreement or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by Indemnitee against any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided, that the Borrower shall not have any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating obligation hereunder to any of the foregoing (including, without limitation, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party or any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided Indemnitee with respect to any such Indemnified Person shall not apply to any such losses, claims, damages, liabilities or related expenses Liabilities to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined Liabilities (x) are found by a final, non-appealable judgment final and nonappealable decision of a court of competent jurisdictionjurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee (or such Indemnitee’s affiliates, controlling persons, directors, officers, employees, partners, representatives, advisors or agents), (2y) are found by a material breach by such Indemnified Person final and nonappealable decision of its obligations under any Loan Document, as determined by a court of competent jurisdiction by final and non-appealable judgmentto have resulted from the material breach of the obligations of such Indemnitee (or such Indemnitee’s affiliates, at a time when no controlling persons, directors, officers, employees, partners, representatives, advisors or agents) under the Loan Party has materially breached its obligations under any Loan Document Documents or (3z) disputes solely arises out of, or in connection with, any proceeding between or among Indemnitees that does not involve an act or omission by the Indemnified Persons Borrower or its Subsidiaries (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Persons), other than claims against the any Agent or the Lead Arranger in its capacity or in fulfilling its role as Agent or Lead Arranger or any similar role hereunder (excluding its role as a Lender)). Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of its Related Parties in connection with their respective roles as the Agentthem might have by statute or otherwise against any Indemnitee. All amounts due under this Section 9.02(a) 11.5 shall be payable on not later than 10 days after written demand therefor. Notwithstanding the foregoing, this Section 11.5 shall not apply to Taxes other than any Taxes that represent Indemnified Liabilities arising from any non-Tax claim. The agreements in this Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Indemnification; Expenses. You agree (a) Whether or not the transactions contemplated hereby are consummatedto indemnify and hold harmless Credit Suisse and its officers, the Borrower shall indemnify the Agentdirectors, each Lender employees, agents, advisors, controlling persons, members and each Participant successors and their respective Related Parties against assigns (each, an “Indemnified Person”), ) from and shall hold each Indemnified Person harmless from, against any and all losses, claims, taxes (other than an Excluded Tax) damages and damages, liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expensesjoint or several, to the actual documented fees and disbursements of one counsel collectively for which any such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) Person may become subject arising out ofof or in connection with this Commitment Letter, in any way connected withthe Fee Letter, or as a result of (i) the use of any of Transactions, the proceeds of the Loans; (ii) this Agreement Facilities or any other Loan Document; (iii) the transactions contemplated by this Agreement related transaction or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to any of the foregoing foregoing, regardless of whether any such Indemnified Person is a party thereto (includingand regardless of whether such matter is, without limitation, any improper use or disclosure or unlawful use or disclosure of Customer Information initiated by a Loan Party third party or any of its agents or representatives)by Holdings, whether or not the Agent, any Lender, any Participant Company or any of their respective Related Parties are a party thereto; provided that such indemnity provided affiliates or shareholders), and to any reimburse each such Indemnified Person shall not upon demand for any reasonable 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 any such losses, claims, damages, liabilities or related expenses to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined by they are found in a final, non-appealable judgment of a court of competent jurisdiction, (2) a material breach by jurisdiction to have resulted from the willful misconduct or gross negligence of such Indemnified Person Person, and (b) to reimburse Credit Suisse from time to time, upon presentation of its obligations under any Loan Documenta summary statement, as determined by a court for all reasonable out-of-pocket expenses (including but not limited to expenses of competent jurisdiction by final Credit Suisse’s due diligence investigation, consultants’ fees, syndication expenses, travel expenses and non-appealable judgmentfees, at a time when no Loan Party has materially breached its obligations under any Loan Document or (3) disputes solely among the Indemnified Persons (disbursements and not involving any other Persons) for actions by one or more charges of the Indemnified Persons (and not involving any other Personscounsel), other than claims against the Agent or any of its Related Parties in each case, incurred in connection with their respective roles as the AgentFacilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the definitive documentation for the Facilities and any ancillary documents and security arrangements in connection therewith. All amounts due under Notwithstanding any other provision of this Section 9.02(a) Commitment Letter, no Indemnified Person shall be payable on written demand thereforliable for any indirect, special, punitive or consequential damages in connection with its activities related to the Facilities.

Indemnification; Expenses. You agree (a) Whether notwithstanding anything herein or not in the transactions contemplated hereby are consummatedDIP Agent Fee Letter to the contrary, the Borrower shall to indemnify the Agent, each Lender Indemnified Parties (as defined in the Term Sheet) from and each Participant and their respective Related Parties against (each, an “Indemnified Person”), and shall hold each Indemnified Person harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, taxes demands, actions, judgments, suits, liabilities, actions, costs, expenses and disbursements (other than an Excluded Tax) damages including irrecoverable VAT, reasonable and liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expenses, to the actual documented fees and disbursements out-of-pocket costs and expenses of one counsel collectively for the DIP Lender Professionals), joint or several, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) arising out of, in any way connected with, or as a result of (i) the use of any of the proceeds of the Loans; (ii) this Agreement or any other Loan Document; (iii) the transactions contemplated by this Agreement or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to any of the foregoing (including, without limitation, in connection with any improper investigation, litigation or proceeding or the preparation of any defense or defending against, or participating in any such loss, damage, penalty, claim, demand, action, judgment, suit, liability or action or other proceeding or in connection therewith), in each case arising out of or in connection with or by reason of this Commitment Letter, the DIP Agent Fee Letter or the DIP Loan Documents or any of the Transactions contemplated hereby or thereby, or the actual or proposed use of the proceeds DIP Facility (any of the foregoing, an “Action”), regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such Action is initiated by your equity holders, creditors or disclosure or unlawful use or disclosure of Customer Information by a Loan Party any other third party or any of its agents respective subsidiaries or representativesaffiliates), whether or not the Agentexcept solely with respect to an Indemnified Party, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not apply to any such losses, claims, damages, liabilities or related expenses to the extent arising solely from such liability, obligation, loss, damage, penalty, claim, demand, action, judgment, suit, cost, expense or disbursement (1i) the willful misconduct or gross negligence of such Indemnified Person as determined by is found in a final, final non-appealable judgment of a court of competent jurisdiction, (2) a material breach by such Indemnified Person of its obligations under any Loan Document, as determined by a court of competent jurisdiction by final and non-appealable judgmentto have resulted from the gross negligence or willful misconduct of such Indemnified Party, at a time when no Loan Party has materially breached its obligations under any Loan Document or (3ii) disputes arises out of a dispute solely among the Indemnified Persons (Parties and not involving arising out of any other Persons) for actions by one act or more omission of the Indemnified Persons (and not involving any other Persons), other than claims against the Agent Company or any of its Related subsidiaries (other than any claims, damages, losses, liabilities and expenses against the DIP Agent in its capacity as such); provided, however, Indemnified Parties shall not include Xxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx, LLP or any other counsel or advisors in connection with their any investigations, actions, claims or suits brought by any holders of the Borrower’s Prepetition Senior Notes against the Borrower or any of its affiliates or the respective roles directors, officers, employees, advisors, agents or representatives with respect to prepetition facts and circumstances (other than the DIP Facility), including the litigation filed on March 19, 2020, in Xxxxxx County District Court in Houston, Texas by UMB Bank relating to four series of bonds styled as UMB Bank Nat’l Ass’x x Xxxxx Cos. LLC, et al., No. 202018184-7 (Tex. Dist. Ct. Mar. 19, 2020) (collectively, “Noteholder Litigation”) and the Agent. All amounts due Borrower shall have no obligation to indemnify any Indemnified Parties under this Section 9.02(a) shall be payable on written demand therefor.Commitment Letter for any liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements in relation to any Noteholder Litigation and

Indemnification; Expenses. You agree (a) Whether or not the transactions contemplated hereby are consummated, the Borrower shall to indemnify the Agent, and hold harmless each Lender Financial Institution and each Participant its affiliates and their respective Related Parties against officers, directors, employees, agents, controlling persons, members and representatives of each of the foregoing and their respective successors and assigns (each, an “Indemnified Person”), ) from and shall hold each Indemnified Person harmless from, against any and all losses, claims, taxes (other than an Excluded Tax) damages and damages, liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expensesjoint or several, to the actual documented fees and disbursements of one counsel collectively for which any such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) Person may become subject arising out ofof or in connection with this Commitment Letter, in any way connected withthe Fee Letter, or as a result of (i) the Transactions, the Facilities, the use of any or intended use of the proceeds of the Loans; (ii) this Agreement Facilities or any other Loan Document; (iii) the transactions contemplated by this Agreement related transaction or any other Loan Document; (iv) the ownership and operation of any Loan Party’s actual or any other Obligor’s assetsthreatened claim, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s feeactions, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreementsuits, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claiminquiries, litigation, investigation or proceeding (any such claim, actions, suits, inquiries, litigation, investigation or proceeding, a “Proceeding”) relating to any of the foregoing foregoing, regardless of whether any such Indemnified Person is a party thereto (includingand regardless of whether such matter is initiated by you, without limitationyour or the Target’s equity holders, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party creditors or any of its agents other third party or representatives)by the Target, whether or not the Agent, any Lender, any Participant Coin Holdings or any of their respective Related Parties are subsidiaries or affiliates), and to reimburse each such Indemnified Person promptly upon demand for any reasonable documented out-of-pocket legal expenses incurred in connection with investigating or defending any of the foregoing by one firm of counsel for all Indemnified Persons, taken as a party theretowhole (and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel (and local counsel, if applicable) for such affected Indemnified Person)) and other reasonable documented out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing or in connection with the enforcement of any provision of this Commitment Letter or the Fee Letter; provided that such the foregoing indemnity provided will not, as to any such Indemnified Person shall not Person, apply to any such (A) losses, claims, damages, liabilities or related expenses (i) to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined by they are found in a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of such Indemnified Person’s controlled or controlling affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or representatives (2collectively, such Indemnified Person’s “Related Persons”) (provided that each reference to “representatives” pertains solely to such representatives involved in the negotiation of this Commitment Letter or syndication of the Facilities), or (ii) arising out of a material breach by such Indemnified Person (or any of such Indemnified Person’s Related Persons) of its obligations under any Loan Document, this Commitment Letter (as determined by a court of competent jurisdiction by in a final and non appealable judgment), or (iii) arising out of any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of you or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Financial Institution in its capacity or in fulfilling its role as an administrative agent, other agent or Arranger under the Facilities), (B) any settlement entered into by such Indemnified Person (or any of such Indemnified Person’s Related Persons) without your written consent (such consent not to be unreasonably withheld, delayed or conditioned), or (C) any expenses of the type referred to in clause (b) of this sentence except to the extent such expenses would otherwise be of the type referred to in clause (a), and (b) in the event the Closing Date occurs, to reimburse the Financial Institutions from time to time, upon presentation of a reasonably detailed summary statement, for all reasonable documented out-of-pocket expenses (including but not limited to expenses of our due diligence investigation, fees of consultants hired with your prior written consent (such consent not to be unreasonably withheld or delayed), syndication expenses, travel expenses and fees, disbursements and other charges of counsel identified in the Term Sheets and of a single firm of local counsel to the Arrangers in each appropriate jurisdiction (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel (and local counsel, if applicable) for such affected Indemnified Person)), in each case, incurred in connection with the Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the definitive documentation for the Facilities and any ancillary documents or security arrangements in connection therewith. You acknowledge that we may receive a benefit, including, without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us, including, without limitation, fees paid pursuant hereto. It is further agreed that the Financial Institutions shall have no liability to any person other than you, and you shall have no liability to any person other than the Financial Institutions and the Indemnified Persons in connection with this Commitment Letter, the Fee Letter, the Facilities or the transactions contemplated hereby. No Indemnified Person shall be liable for any damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems except to the extent they are found in a final, non-appealable judgmentjudgment of a court of competent jurisdiction to have resulted from the willful misconduct, at a time when no Loan Party has materially breached its obligations under any Loan Document bad faith or (3) disputes solely among the gross negligence of such Indemnified Persons (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Persons), other than claims against the Agent Person or any of its Related Parties Persons. None of the Indemnified Persons or (except solely as a result of your indemnification obligations set forth above to the extent an Indemnified Person is found so liable) you, the Sponsor or any of your or its respective affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with their respective roles as this Commitment Letter, the AgentFee Letter, the Facilities or the transactions contemplated hereby. All amounts due under The provisions of this Section 9.02(a) 7 shall be payable superseded in each case by the applicable provisions contained in the definitive financing documentation, to the extent covered thereby, upon execution thereof and thereafter shall have no further force and effect. You shall not, without the prior written consent of each applicable Indemnified Person (which consent, except with respect to a settlement including a statement of the type referred to in clause (y) below, shall not be unreasonably withheld 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 such settlement (x) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability on written demand thereforclaims that are the subject matter of such Proceedings, (y) 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 and (z) includes customary confidentiality and non-disparagement agreements.

Indemnification; Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the The Borrower shall indemnify the AgentLender, and its directors, officers, employees, and agents (each Lender and each Participant and their respective Related Parties against (each, such person being called an “Indemnified PersonIndemnitee”)) against, and shall hold each Indemnified Person Indemnitee harmless from, any and all losses, claims, taxes (other than an Excluded Tax) damages and damages, liabilities and related reasonablereasonable expenses (including the reasonable fees, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expenses, to the actual documented fees charges and disbursements of one counsel collectively for such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional any counsel for each class of similarly situated Persons) andany Indemnitee), if reasonably necessary, one local counsel in incurred by any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in any way connected with, of or as a result of (i) the use of any of the proceeds of the Loans; (ii) Lender being party to this Agreement or Loan Agreement, any other Loan Document; (iii) the transactions contemplated by this Agreement Document or any other Loan Document; (iv) the ownership and operation of any Loan Party’s agreement or any other Obligor’s assetsinstrument contemplated hereby or thereby, including all Real Properties and improvements or any Contract or the performance by any Loan Party the parties hereto of their respective obligations hereunder or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission thereunder or other such obligation payable or alleged to be payable in respect the consummation of the transactions contemplated by this Agreement hereby or any other Loan Document which arises or is alleged to arise from any agreementthereby, action or conduct of (ii) any Loan Partyor the use or proposed use of proceeds therefrom, any other Obligor or any of their respective Affiliates and/or (viiii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing (includingforegoing, without limitationwhether based on contract, tort or any improper use or disclosure or unlawful use or disclosure of Customer Information other theory, whether brought by a Loan Party third party or by the Borrower, and regardless of whether any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are Indemnitee is a party thereto; , provided that such indemnity provided shall not, as to any such Indemnified Person shall not apply Indemnitee, be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined by a final, non-appealable judgment of a court of competent jurisdiction, (2) a material breach by such Indemnified Person of its obligations under any Loan Document, as are determined by a court of competent jurisdiction by final and non-appealable judgmentto have resulted from the gross negligence, at a time when no Loan Party has materially breached its obligations under any Loan Document bad faith or willful misconduct of such Indemnitee. (3b) disputes solely among Subject to Section 2.8, the Indemnified Persons Borrower agrees to pay to the Lender, within thirty (and not involving any other Persons30) for actions by one or more of the Indemnified Persons days after written demand (and not involving any other Personswhich shall include reasonable documentation), other than claims against any and all reasonable costs, expenses, and fees incurred by the Agent or any Lender including, without limitation, the reasonable fees, charges and disbursements of its Related Parties counsel for the Lender in connection with their respective roles as the Agentcollection, enforcement, preservation or protection of its rights in connection with this Loan Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made. All Notwithstanding anything to the contrary herein, payments in respect of amounts due claimed by the Lender under this Section 9.02(a) 6.4 shall be due and payable on written demand thereforthe Maturity Date. 8 SECTION 6.5.

Indemnification; Expenses. The Company agrees (a) Whether or not the transactions contemplated hereby are consummated, the Borrower shall to indemnify the Agent, each Lender and each Participant hold harmless Prides and its affiliates and their respective Related Parties against partners, stockholders, members, managers, officers, directors, employees, agents, advisors, controlling persons, and successors and assigns (each, an “Indemnified Person”), ) from and shall hold each Indemnified Person harmless from, against any and all losses, claims, taxes (other than an Excluded Tax) damages and damages, liabilities and related reasonable, reasonable documented costs and out-of-pocket expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expensesjoint or several, to the actual documented fees and disbursements of one counsel collectively for which any such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) Person may become subject arising out ofof or in connection with this Commitment Letter, in any way connected withthe Acquisition, or as a result of (i) the use of any of the proceeds of the Loans; (ii) this Agreement transaction contemplated hereby or any other Loan Document; (iii) the transactions contemplated by this Agreement thereby or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation investigation, or proceeding relating to any of the foregoing (includingforegoing, without limitation, any improper use or disclosure or unlawful use or disclosure regardless of Customer Information by a Loan Party or any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not is a party thereto, and to reimburse each such Indemnified Person upon demand for any reasonable external legal or other out-of-pocket 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 any such losses, claims, damages, liabilities or related expenses to the extent arising solely from (1) they are found in the willful misconduct or gross negligence of such Indemnified Person as determined by a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted from the willful misconduct, (2) a material bad faith, gross negligence or breach by of obligations of such Indemnified Person of its obligations under any Loan DocumentPerson, as determined by a court of competent jurisdiction by final and non-appealable judgment, at a time when no Loan Party has materially breached its obligations under any Loan Document or (3) disputes solely among the Indemnified Persons (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Persons), other than claims against the Agent or any of its Related Parties affiliates (it being understood that neither the Company nor Target shall not be deemed to be an affiliate for purposes herein) or controlling persons, or any of the officers, directors, or employees of the foregoing, or to the extent arising out of any disputes solely among Indemnified Persons and provided, further, that the Indemnified Persons shall be entitled to indemnification for the reasonable fees and expenses of only one counsel for all Indemnified Persons, and (b) to reimburse Prides from time to time, but no later than the Closing Date, for all reasonable out-of-pocket expenses, including but not limited to reasonable out-of-pocket expenses of Prides’s due diligence investigation, consultants’ fees, travel expenses and fees, disbursements and other charges of external legal counsel, in each case, incurred in connection with their respective roles as the Agentpreparation, negotiation and delivery of this Commitment Letter, the Definitive Agreements, or any other document entered into in connection with the consummation of the transactions contemplated herein and therein (regardless of whether the Acquisition or other transaction is consummated). All amounts due under Notwithstanding any other provision of this Section 9.02(a) Commitment Letter, no party hereto shall be payable on written demand thereforliable for any indirect, special, punitive or consequential damages in connection with the transactions contemplated herein or therein.

Indemnification; Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the 8.1 The Borrower shall indemnify the Agent, each Lender Administrative Agent and each Participant Lender, and each Affiliate of any of the foregoing Persons and each of their respective Related Parties against officers, directors and employees (each, each such Person being called an “Indemnified Person”)Indemnitee) against, and shall to hold each Indemnified Person Indemnitee harmless from, any and all losses, claims, taxes (other than an Excluded Tax) damages and damages, liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y)the fees, limited, in the case of legal costs and expenses, to the actual documented fees charges and disbursements of one counsel collectively for such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional any counsel for each class of similarly situated Persons) andany Indemnitee, if reasonably necessary, one local counsel in incurred by or asserted against any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) Indemnitee arising out of, in any way connected connection with, or as a result of (i) the use execution or delivery of this Agreement, any of the proceeds of the Loans; (ii) this Agreement other Transaction Document or any other Loan Document; (iii) the transactions agreement or instrument contemplated by this Agreement hereby or under any other Loan Transaction Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party the parties hereto of their respective obligations hereunder or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission Support Document or other such obligation payable or alleged to be payable in respect the consummation of the transactions contemplated hereby or by this Agreement or any other Loan Document which arises Transaction Document, (ii) the Loans or is alleged to arise from any agreement, action the use of the proceeds therefrom or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (viiii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing (includingforegoing, without limitationwhether based on contract, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party tort or any other theory and regardless of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are Indemnitee is a party thereto; provided that such indemnity provided shall not, as to any such Indemnified Person shall not apply Indemnitee, be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined by a final, non-appealable judgment of a court of competent jurisdiction, (2) a material breach by such Indemnified Person of its obligations under any Loan Document, as are determined by a court of competent jurisdiction by final and non-appealable judgmentnonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates, at a time when no Loan Party has materially breached its obligations under any Loan Document or (3) disputes solely among including the Indemnified Persons (reasonable fees, charges and not involving any other Persons) disbursements of counsel for actions by one or more the Administrative Agent, in connection with the syndication of the Indemnified Persons credit facilities provided for herein, the preparation and administration of this Agreement and the other Transaction Documents or any amendments, modifications or waivers of the provisions hereof or thereof (and whether or not involving any other Personsthe transactions contemplated hereby or thereby shall be consummated), other than claims against (ii) all reasonable out of pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of its Related Parties any counsel for the Administrative Agent or any Lender, in connection with their respective roles the enforcement or protection of its rights in connection with this Agreement and the other Transaction Documents, including its rights under this Section, or in connection with the Loans made hereunder, including in connection with any workout, restructuring or negotiations in respect thereof and (iii) and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by the Security Agreement or any other document referred to therein. To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under any of the two preceding paragraphs of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s pro rata share (determined in accordance with Section 3.6(d) with respect to the aggregate principal amount of the Loans as of the date of the request for such indemnification) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the Agent. All amounts due under this Section 9.02(a) shall be payable on written demand thereforcase may be, was incurred by or asserted against the Administrative Agent Lender in its capacity as such.

Indemnification; Expenses. (a) Whether or not the transactions contemplated hereby are consummatedWithout limitation of any other provision of this Agreement, the Borrower shall Company agrees to defend, indemnify and hold the Agent, each Lender Investors and each Participant their affiliates and their respective Related Parties direct and indirect partners, members, stockholders, directors, officers, employees and agents and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (parties receiving the benefit of the indemnification agreement herein shall be referred to collectively as "Indemnified Parties" and individually as an "Indemnified Party") harmless from and against (eachany and all losses, an “Indemnified Person”)claims, damages, obligations, liens, assessments, judgments, fines, liabilities, and shall hold each other costs and expenses (including, without limitation, interest, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred) of any kind or nature whatsoever which may be sustained or suffered by any such Indemnified Person harmless fromParty, without regard to any investigation by any of the Indemnified Parties, based upon, arising out of, by reason of or otherwise in respect of or in connection with (a) any inaccuracy in or breach of any representation or warranty made by the Company in this Agreement or in any agreement or instrument or other document delivered pursuant to this Agreement, (b) any breach of any covenant or agreement made by the Company in this Agreement or in any agreement or instrument delivered pursuant to this Agreement and (c) any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Indemnified Party as Founder, director, agent, representative or controlling person of the Company including, without limitation, any and all losses, claims, taxes damages, expenses and liabilities, joint or several (including any investigation, legal and other than an Excluded Tax) damages and liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (xin connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same may be incurred) Agent and (y) all arising or alleged to arise under the Securities Act, the Exchange Act or other Indemnified Persons (solely with respect to this sub-clause (y)federal or state statutory law or regulation, limitedat common law or otherwise; provided, in however, that the case of legal costs and expenses, Company will not be liable to the actual documented fees extent that such loss, claim, damage, expense or liability arises from and disbursements of one counsel collectively for such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) arising out of, in any way connected with, or as a result of is based on (i) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance on and in conformity with written information furnished to the Company in an instrument duly executed by or on behalf of such Indemnified Party specifically stating that it is for use of any of in the proceeds of the Loans; preparation thereof or (ii) this Agreement or any other Loan Document; (iii) the transactions contemplated by this Agreement or any other Loan Document; (iv) the ownership a knowing and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect willful violation of the transactions contemplated federal securities laws by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan an Indemnified Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to any of the foregoing (including, without limitation, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party or any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not apply to any such losses, claims, damages, liabilities or related expenses to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined by a final, non-appealable judgment of a court of competent jurisdiction, (2) a material breach by such Indemnified Person of its obligations under any Loan Document, as finally determined by a court of competent jurisdiction by final and non-appealable judgment, at a time when no Loan Party has materially breached its obligations under any Loan Document or (3) disputes solely among the Indemnified Persons (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Persons), other than claims against the Agent or any of its Related Parties in connection with their respective roles as the Agent. All amounts due under this Section 9.02(a) shall be payable on written demand thereforjurisdiction.

Indemnification; Expenses. You agree (a) Whether notwithstanding anything herein or not in the transactions contemplated hereby are consummatedDIP Agent Fee Letter to the contrary, the Borrower shall to indemnify the Agent, each Lender Indemnified Parties (as defined in the Term Sheet) from and each Participant and their respective Related Parties against (each, an “Indemnified Person”), and shall hold each Indemnified Person harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, taxes demands, actions, judgments, suits, liabilities, actions, costs, expenses and disbursements (other than an Excluded Tax) damages including irrecoverable VAT, reasonable and liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expenses, to the actual documented fees and disbursements out-of-pocket costs and expenses of one counsel collectively for the DIP Lender Professionals), joint or several, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) arising out of, in any way connected with, or as a result of (i) the use of any of the proceeds of the Loans; (ii) this Agreement or any other Loan Document; (iii) the transactions contemplated by this Agreement or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to any of the foregoing (including, without limitation, in connection with any improper investigation, litigation or proceeding or the preparation of any defense or defending against, or participating in any such loss, damage, penalty, claim, demand, action, judgment, suit, liability or action or other proceeding or in connection therewith), in each case arising out of or in connection with or by reason of this Commitment Letter, the DIP Agent Fee Letter or the DIP Loan Documents or any of the Transactions contemplated hereby or thereby, or the actual or proposed use of the proceeds DIP Facility (any of the foregoing, an “Action”), regardless of whether any such Indemnified Party is a party thereto (and regardless of whether such Action is initiated by your equity holders, creditors or disclosure or unlawful use or disclosure of Customer Information by a Loan Party any other third party or any of its agents respective subsidiaries or representativesaffiliates), whether except solely with respect to an Indemnified Party, to the extent such liability, obligation, loss, damage, penalty, claim, demand, action, judgment, suit, cost, expense or disbursement (i) is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party, or (ii) arises out of a dispute solely among Indemnified Parties and not arising out of any act or omission of the Agent, any Lender, any Participant Company or any of their respective Related Parties are a party thereto; provided that such indemnity provided to its subsidiaries (other than any such Indemnified Person shall not apply to any such losses, claims, damages, losses, liabilities and expenses against the DIP Agent in its capacity as such); provided, however, Indemnified Parties shall not include Qxxxx Exxxxxx Xxxxxxxx & Sxxxxxxx, LLP or any other counsel or advisors in connection with any investigations, actions, claims or suits brought by any holders of the Borrower’s Prepetition Senior Notes against the Borrower or any of its affiliates or the respective directors, officers, employees, advisors, agents or representatives with respect to prepetition facts and circumstances (other than the DIP Facility), including the litigation filed on March 19, 2020, in Hxxxxx County District Court in Houston, Texas by UMB Bank relating to four series of bonds styled as UMB Bank Nat’l Ass’n x Xxxxx Cos. LLC, et al., No. 202018184-7 (Tex. Dist. Ct. Mar. 19, 2020) (collectively, “Noteholder Litigation”) and the Borrower shall have no obligation to indemnify any Indemnified Parties under this Commitment Letter for any liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements in relation to any Noteholder Litigation and (b) to promptly pay or reimburse each of the Financial Institutions from time to time, upon presentation of a reasonably detailed summary statement, for all reasonable and documented out-of-pocket costs and expenses (including but not limited to expenses of our due diligence investigation, syndication expenses, travel expenses and fees, disbursements, irrecoverable VAT and other charges of counsel (including the reasonable and documented fees and out-of-pocket costs and expenses of the DIP Lender Professionals)), in each case, incurred in connection with the Chapter 11 Cases, the DIP Facility and the preparation, negotiation, administration and enforcement of this Commitment Letter, the DIP Agent Fee Letter, the DIP Loan Documents and any ancillary documents or security arrangements in connection therewith; provided, however, no Financial Institutions shall be entitled hereunder to any payment or reimbursement for any costs or expenses of any kind or nature whatsoever in any way related expenses to or in connection with any Noteholder Litigation. No Indemnified Party shall be liable for any damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, so long as such use and obtainment is not in violation of the confidentiality and information sharing provisions of this Commitment Letter and except to the extent arising solely such damages have resulted from (1in each case as finally determined by a court of competent jurisdiction in a final and non-appealable judgment) the willful misconduct or gross negligence of such Indemnified Person as determined Party. None of the Indemnified Parties or you or any of your affiliates or the respective directors, officers, employees, advisors, agents and representatives of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the DIP Agent Fee Letter, the DIP Facility or the Transactions; provided, that the foregoing shall not limit your indemnification or reimbursement obligations set forth herein to the extent any such indirect, special, punitive or consequential damages are included in any third-party claim with respect to which the applicable Indemnified Party is entitled to indemnification pursuant to this Section 6. You shall not be liable for any settlement, compromise or consent to the entry of any judgment in any Action effected without your prior written consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent or if there is a final judgment in any such Action, you agree to indemnify and hold harmless each Indemnified Party from and against any and all losses, claims, damages, liabilities and expenses by a finalreason of such settlement or judgment in accordance with, non-appealable judgment and to the extent required by, this Section 6. You shall not, without the prior written consent of a court the applicable Indemnified Party (which consent shall not be unreasonably withheld or delayed, it being understood that any consent withheld in connection with any settlement not effected in accordance with the succeeding clauses (a) and (b) shall be reasonable), effect any settlement of competent jurisdiction, (2) a material breach any pending or threatened Action in respect of which indemnity could have been sought hereunder by such Indemnified Person Party unless such settlement (a) includes an unconditional release of its obligations under such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party from all liability or claims that are the subject matter of such Action and (b) does not include any Loan Document, statement as determined by a court of competent jurisdiction by final and non-appealable judgment, at a time when no Loan Party has materially breached its obligations under any Loan Document or (3) disputes solely among the Indemnified Persons (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Persons), other than claims against the Agent to or any admission of its Related Parties in connection with their respective roles as the Agent. All amounts due under this Section 9.02(a) shall be payable fault, culpability or a failure to act by or on written demand thereforbehalf of such Indemnified Party.

Indemnification; Expenses. (ai) Whether Borrower hereby indemnifies and holds harmless each Bank (including each Issuing Bank) and the Servicing Agent from and against any and all claims, damages, losses, liabilities, costs or expenses which it may reasonably incur in connection with a Letter of Credit issued pursuant to this Section 2.18 (including any Letter of Credit which may be issued that does not meet the transactions contemplated hereby are consummatedrequirements of Section 2.18(a)(ii)); provided that the Borrower shall not be required to indemnify any Bank, or the Servicing Agent, for any claims, damages, losses, liabilities, costs or expenses, to the extent the same has been caused by the gross negligence or willful misconduct of such Person. (ii) None of the Banks (including an Issuing Bank) nor the Servicing Agent nor any of their officers or directors or employees or agents shall be liable or responsible, by reason of or in connection with the execution and delivery or transfer of or payment or failure to pay under any Letter of Credit, including without limitation any of the circumstances enumerated in Section 2.18(d) above; provided that, notwithstanding Section 2.18(d), the Borrower shall indemnify have a claim for direct (but not consequential, punitive or any other indirect) damage suffered by it, to the Agent, each Lender and each Participant and their respective Related Parties against (each, an “Indemnified Person”), and shall hold each Indemnified Person harmless from, any and all losses, claims, taxes (other than an Excluded Tax) damages and liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred extent caused by (x) Agent and subject to the immediately following sentence, the Issuing Bank's gross negligence or willful misconduct in determining whether documents presented under any Letter of Credit complied with the terms of such Letter of Credit or (y) all other Indemnified Persons (solely the Issuing Bank's failure to pay under any Letter of Credit after the presentation to it of documents strictly complying with the terms and conditions of the Letter of Credit. The parties agree that, with respect to this sub-clause (y)documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, limitedthe Issuing Bank may, in the case its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of legal costs and expenses, any notice or information to the actual documented fees and disbursements of one counsel collectively for such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) arising out of, in any way connected withcontrary, or as a result refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of (i) the use such Letter of any of the proceeds of the Loans; (ii) this Agreement or any other Loan Document; Credit. (iii) Nothing in this subsection (e) is intended to limit the transactions contemplated obligations of the Borrower under any other provision of this Agreement. To the extent the Borrower does not indemnify an Issuing Bank as required by this Agreement or any other Loan Document; (iv) subsection, the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged Banks agree to be payable do so ratably in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to any of the foregoing (including, without limitation, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party or any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not apply to any such losses, claims, damages, liabilities or related expenses to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined by a final, non-appealable judgment of a court of competent jurisdiction, (2) a material breach by such Indemnified Person of its obligations under any Loan Document, as determined by a court of competent jurisdiction by final and non-appealable judgment, at a time when no Loan Party has materially breached its obligations under any Loan Document or (3) disputes solely among the Indemnified Persons (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Persons), other than claims against the Agent or any of its Related Parties in connection accordance with their respective roles as the AgentCommitments. All amounts due under this Section 9.02(a) shall be payable on written demand therefor2.19.

Indemnification; Expenses. (a) Whether or not You agree to indemnify and hold harmless each Commitment Party and its affiliates and controlling persons and the transactions contemplated hereby are consummatedrespective officers, directors, employees, partners, agents and representatives of each of the Borrower shall indemnify the Agent, each Lender and each Participant foregoing and their respective Related Parties against successors and permitted assigns (each, an “Indemnified Person”)) to the fullest extent permitted by applicable law, from and shall hold each Indemnified Person harmless from, against any and all losses, claims, taxes (other than an Excluded Tax) damages and damages, liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expensesjoint or several, to the actual documented fees and disbursements of one counsel collectively for which any such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) Person may become subject arising out of, resulting from or in any way connected withconnection with the Commitment Papers, the Transactions or the Facilities, or as a result of (i) the use of any of the proceeds of the Loans; (ii) this Agreement or any other Loan Document; (iii) the transactions contemplated by this Agreement or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding (each, an “Action”) relating to any of the foregoing (includingforegoing, without limitation, any improper use or disclosure or unlawful use or disclosure regardless of Customer Information by a Loan Party or any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall is a party thereto and whether or not such Action is brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each such Indemnified Person, promptly after receipt of a written request, together with customary backup documentation in reasonable detail, for any reasonable and documented out-of-pocket legal expenses (limited to one counsel for all Indemnified Persons taken as a whole and, if reasonably necessary, a single local counsel for all Indemnified Persons taken as a whole in each relevant material jurisdiction (which may be a single local counsel acting in multiple jurisdictions) and, solely in the case of any actual or perceived conflict of interest between Indemnified Persons where the Indemnified Persons affected by such conflict inform you of such conflict, one additional counsel in each relevant material jurisdiction to each group of affected Indemnified Persons similarly situated, taken as a whole) or other reasonable and documented in reasonable detail out-of-pocket 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 expenses to the extent (a) resulting from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any Related Indemnified Persons (as defined below) of such Indemnified Person, (b) arising from a material breach of the obligations of such Indemnified Person or any Related Indemnified Persons of such Indemnified Person under the Commitment Papers or the Facilities Documentation, including the failure to fund the Facilities upon satisfaction or waiver of the Financing Conditions (in the case of clauses (a) and (b), as determined by a court of competent jurisdiction in a final and non-appealable judgment), or (c) arising from any dispute among Indemnified Persons or any Related Indemnified Persons of the foregoing other than any Actions against any Commitment Party in its collective capacities or in fulfilling its role as an Initial Lender, Lead Arranger, Administrative Agent or other agent role under any Facility and other than any claims arising out of any act or omission on the part of you or any of your affiliates. Notwithstanding the foregoing, each Indemnified Person shall be obligated to refund and return promptly any and all amounts paid under the indemnification provisions of this Commitment Letter to such Indemnified Person and its Related Indemnified Persons for any such losses, claims, damages, liabilities or related expenses to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person and its Related Indemnified Persons is not entitled to payment of such amounts in accordance with the terms hereof as finally determined by a final, non-appealable judgment of a court of competent jurisdiction, and, to the extent not a party hereto, the agreement of an Indemnified Party to this provision is a condition to the indemnity provided herein. Notwithstanding any other provision of this Commitment Letter, except to the extent resulting from the willful misconduct, bad faith or gross negligence of (2) a or material breach by of the Commitment Papers by) such Indemnified Person or any Related Indemnified Persons of its obligations under any Loan Document, the foregoing (as determined by a court of competent jurisdiction by in a final and non-appealable judgment), at (a) no Indemnified Person will 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 the Platform) and (b) neither any Indemnified Person, nor Buyer or the Acquired Business (or any of their respective directors, officers, employees, controlling persons, controlled affiliates or agents) will be liable for any indirect, special, punitive or consequential damages in connection with the Commitment Papers, the Facilities, the Transactions (including the Facilities and the use of proceeds thereunder), or with respect to any activities or other transactions related to the Facilities; provided that this sentence shall not limit your indemnification or reimbursement obligations set forth herein to the extent such special, indirect, punitive or consequential damages are included in any third-party claim in connection with which such Indemnified Person is entitled to indemnification hereunder. Notwithstanding anything in the Commitment Papers, you will have no obligation to indemnify any Indemnified Person for income taxes, franchise taxes or branch profits taxes incurred by such person in connection with the fees or other compensation such person receives in connection with the Commitment Papers, in each case as a time when no Loan Party has materially breached its obligations under result of any Loan Document present or former connection between such Indemnified Person and the relevant taxing jurisdiction (3) disputes other than a connection arising solely among as a result of this Commitment Letter, the Indemnified Persons (and not involving Fee Letter, the Engagement Letter and/or any other Persons) for actions by one or more of the Indemnified Persons transactions contemplated thereunder). You will not be liable for any settlement of any Action effected without your prior written consent (and such consent not involving to be unreasonably withheld or delayed (it being understood that consent withheld for failure of any other Personsof the conditions in the immediately succeeding sentence to be true is reasonable)), other than but, if settled with your written consent or if there is a final judgment in any such Actions, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the indemnification provisions of this Commitment Letter. You will not, without the prior written consent of an Indemnified Person, effect any settlement of any Action in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability on claims against that are the Agent subject matter of such Actions and (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnified Person. For purposes hereof, a “Related Indemnified Person” of an Indemnified Person means (a) any controlling person or controlled affiliate of such Indemnified Person, (b) the respective directors, officers, or employees of such Indemnified Person or any of its Related controlling persons or controlled affiliates and (c) the respective agents of such Indemnified Person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnified Person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Commitment Letter and the Facilities. Upon and subject to the occurrence of the Closing Date and the initial funding of the Facilities, you agree to reimburse each Commitment Party for its reasonable and documented in reasonable detail out-of-pocket expenses (including expenses of each Commitment Party’s due diligence investigation, syndication expenses, travel expenses and reasonable and documented out-of-pocket fees, disbursements and other charges of the single counsel to the Commitment Parties identified in the Term Sheet and, if reasonably necessary, of a single local counsel to the Commitment Parties in each relevant material jurisdiction, which may be a single local counsel acting in multiple material jurisdictions and in the case of any actual or perceived conflict of interest, one additional counsel in each relevant material jurisdiction), in each case, incurred solely in connection with due diligence and the preparation, negotiation, execution and delivery of the Commitment Papers and the Facilities Documentation and any related definitive documentation (collectively, the “Expenses”). For the avoidance of doubt, you will not be required to reimburse the Commitment Parties for any Expenses in the event the Closing Date does not occur. You acknowledge that the Commitment Parties may receive a benefit, including, without limitation, a discount, credit or other accommodation, from any such counsel based on the fees such counsel may receive on account of their respective roles as the Agentrelationship with us, including without limitation, fees paid pursuant hereto. All amounts due under The foregoing provisions in this Section 9.02(a) paragraph shall be payable on written demand thereforsuperseded in each case, to the extent covered thereby, by the application provisions contained in the Facilities Documentation upon execution thereof and thereafter shall have no further force and effect.

Indemnification; Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower The Company shall indemnify the AgentSubscriber and its officers, each Lender directors, shareholders, partners, members, trustees, employees, agents, representatives and each Participant and their respective Related Parties affiliates against (each, an “Indemnified Person”), and shall hold each Indemnified Person harmless from, any and all out-of-pocket losses, costs, charges, expenses, obligations, liabilities, settlement payments, awards, lost profits, judgments, fines, penalties, damages, demands, claims, taxes causes of action, assessments or deficiencies (other than an Excluded Tax) damages including the expenses of investigation and liabilities and related reasonable, documented costs and expenses, including legal counsel attorneys' fees and expenses in connection therewith) incurred by in connection with any and all actions, suits, proceedings (xincluding investigations, litigation or inquiries) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case claims of legal costs and expenses, to the actual documented fees and disbursements of one counsel collectively for such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) kind arising out of, of or in any way connected with, connection with or as a result of (i) the use of any of the proceeds of the Loans; (ii) this Agreement or any other Loan Document; (iii) the transactions contemplated by this Agreement or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating related to any of the foregoing Loan Documents, including the preparation, execution or delivery of, any advance made under, the indebtedness evidenced by, the Company's use of any proceeds of, or any amendment, waiver or consent (whether or not such amendment, waiver or consent becomes effective) relating to the Loan Documents, including (without limitation) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees) in connection with: (i) enforcing, defending or declaring (or determining whether or how to enforce, defend or declare) any improper use rights or disclosure remedies under the Loan Documents; (ii) responding to any subpoena or unlawful use other legal process or disclosure participating (whether voluntarily or involuntarily) in any legal or other proceeding or investigation; and (iii) any insolvency or bankruptcy of Customer Information by a Loan Party the Company or any affiliate thereof. Without limiting the generality of its agents the foregoing, the Company shall, upon demand, pay or representatives)reimburse each indemnitee for all indemnified costs and expenses (including reasonable attorneys' fees and expenses) incurred thereby. Notwithstanding the foregoing, whether no person shall be entitled to any indemnification, payment or not the Agentreimbursement in respect of any suit, any Lender, any Participant action or other proceeding or any of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not apply to any such lossesclaim, claimsloss, damagesdamage, liabilities liability or related expenses expense to the extent arising solely from (1) the willful misconduct out of or gross negligence of such Indemnified Person as determined by a final, non-appealable judgment of a court of competent jurisdiction, (2) a material breach by such Indemnified Person of its obligations under any Loan Document, as determined by a court of competent jurisdiction by final and non-appealable judgment, at a time when no Loan Party has materially breached its obligations under any Loan Document or (3) disputes solely among the Indemnified Persons (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Persons), other than claims against the Agent or any of its Related Parties in connection with their respective roles as the Agentany gross negligence or willful misconduct of such person. All amounts due The Company's obligations under this Section 9.02(a) 8.4 shall be payable on written demand thereforsurvive the payment, transfer, conversion, termination, expiration, cancellation, enforcement, amendment, waiver or release of the Loan Documents.

Indemnification; Expenses. To induce the Commitment Parties to enter into this Commitment Letter and the Fee Letter and to proceed with the Incremental Facilities Documentation, you agree (a) Whether or not the transactions contemplated hereby are consummated, the Borrower shall to indemnify the Agentand hold harmless each Commitment Party, each Lender of their respective affiliates, controlling persons and permitted successors and assigns and the respective directors, officers, employees, partners, advisors, agents and other representatives of each Participant of the foregoing and their respective Related Parties against successors and permitted assigns (each, an “Indemnified Person”), ) from and shall hold each Indemnified Person harmless from, against any and all losses, claims, taxes (other than an Excluded Tax) damages and damages, liabilities and related reasonable, documented costs and expenses, including legal counsel fees joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the transactions contemplated hereby, the Incremental Term Loan Facility, the contemplated uses of proceeds thereof, the Transactions or any related transaction or any claim, dispute, litigation, investigation or proceeding (a “Proceeding”) relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such Proceedings are brought by you, the Target, your or their respective equity holders, affiliates, creditors or any other person, and to reimburse each Indemnified Person within thirty (30) days of written demand for any reasonable and documented out-of-pocket expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely in connection with investigating or defending or providing evidence in or preparing to serve or serving as a witness with respect to this sub-clause to, any of the foregoing (y), but limited, in the case of legal costs fees and expenses, to the actual documented fees and disbursements of one counsel collectively for to such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) taken as a whole and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) arising out ofand, in any way connected withthe case of an actual or perceived conflict of interest, or one additional counsel to each group of similarly affected Indemnified Persons taken as a result of (i) whole); provided, that the use of any of the proceeds of the Loans; (ii) this Agreement or any other Loan Document; (iii) the transactions contemplated by this Agreement or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assetsforegoing indemnity will not, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating as to any of the foregoing (includingIndemnified Person, without limitation, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party or any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not apply to any such losses, claims, damages, liabilities or related expenses to the extent arising solely they arise from (1i) the willful misconduct misconduct, bad faith or gross negligence of, or material breach of its obligations under this Commitment Letter or the Fee Letter by, such Indemnified Person (or any of its Related Indemnified Persons (as defined below)), in each case, as determined by in a final, nonappealable judgment of a court of competent jurisdiction or (ii) any disputes solely among Indemnified Persons (other than any claims against any Commitment Party in its capacity as the Administrative Agent, an Initial Incremental Lender, a Lead Arranger or any similar role under the Incremental Term Loan Facility, as applicable) and not arising out of any act or omission of you, Mariposa, Target or any of your or their respective subsidiaries or affiliates and (b) whether or not the Closing Date occurs, to reimburse each Commitment Party and each of their respective affiliates for all reasonable and documented out-of-pocket expenses (including, but not limited to, reasonable and documented out-of-pocket due diligence expenses, travel expenses and reasonable and documented out-of-pocket fees, and limited, in the case of legal fees and expenses to charges and disbursements of one counsel to the Commitment Parties and, if reasonably necessary, one local counsel in any relevant jurisdiction, in each case, incurred in connection with the Incremental Term Loan Facility and any related documentation (including this Commitment Letter, the Fee Letter and the Incremental Facilities Documentation) or the administration, amendment, modification or waiver of any of the foregoing) within thirty (30) days of written demand (including documentation reasonably supporting in detail such request) (other than with respect to such fees and expenses paid on the Closing Date to the extent written demand including documentation reasonably supporting such request is provided at least two (2) business days prior to the Closing Date). No person or entity a party hereto nor any 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, without limitation, SyndTrak, Intralinks, the internet, email or similar electronic transmission systems, in each case, except to the extent any such damages are found in a final non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted from the gross negligence, (2) a bad faith or willful misconduct of, or material breach by of the obligations under this Commitment Letter or the Fee Letter, as applicable, by, such person or entity (or any of its Related Indemnified Persons); provided that nothing contained in this sentence shall limit your indemnification obligations to the extent set forth herein if such damages are included in a third-party claim in connection with which such Indemnified Person is entitled to indemnification hereunder. None of its the Indemnified Persons or you, Mariposa, or any of your or their respective affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Incremental Term Loan Facility or the transactions contemplated hereby; provided that, nothing contained in this sentence shall limit your indemnification and reimbursement obligations under to the extent expressly set forth herein if such indirect, special, punitive or consequential damages are included in any Loan Documentthird party claims in connection with which such Indemnified Person is entitled to indemnification hereunder. Each Indemnified Person agrees to refund and return any and all amounts paid by you to such Indemnified Person to the extent any of the items in clause (a)(i) or (ii) of the immediately preceding paragraph occurs. You shall not be liable for any settlement of any Proceeding (or expenses related thereto) effected without your consent (which consent shall not be unreasonably withheld, as determined conditioned or delayed), but if settled with your written consent, or if there is a judgment by a court of competent jurisdiction by final against an Indemnified Person in any such Proceeding, you agree to indemnify and non-appealable judgmenthold harmless each Indemnified Person to the extent and in the manner set forth above. You shall not, at a time when no Loan Party has materially breached its obligations under any Loan Document without the prior written consent of an Indemnified Person (which consent shall not be unreasonably withheld, conditioned or (3) disputes solely among the Indemnified Persons (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Personsdelayed), other than effect any settlement of any pending or threatened Proceeding against an Indemnified Person 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 or claims against that are the Agent subject matter of such Proceeding, (b) such settlement does not include any statement as to any admission of fault or any culpability by or on behalf of its Related Parties in connection such Indemnified Person and (c) contains customary confidentiality provisions with their respective roles as respect to the Agent. All amounts due under this Section 9.02(a) shall be payable on written demand thereforform of such settlement.

Indemnification; Expenses. Credit Parties shall and hereby agree to jointly and severally indemnify, defend and hold harmless Lender and its directors, officers, agents, employees, counsel, advisors and Affiliates from and against (a) Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify the Agent, each Lender and each Participant and their respective Related Parties against (each, an “Indemnified Person”), and shall hold each Indemnified Person harmless from, any and all losses, claims, taxes (other than an Excluded Tax) damages and liabilities and related reasonabledamages, documented costs and expensesliabilities, including legal counsel fees and deficiencies, judgments or expenses incurred by any of them (xexcept to the extent that it is finally judicially determined to have resulted from their own gross negligence or willful misconduct) Agent arising out of or by reason of any litigations, investigations, claims or proceedings which arise out of or are in any way related to (i) this Credit Agreement or the transactions contemplated thereby; (ii) the administration by Lender of the credit facility under this Credit Agreement as a co-borrowing facility with a borrowing agent and funds administrator, (yiii) all any of the Related Transaction Documents or Related Transactions, (iv) the issuance of Letters of Credit; (v) the failure of Lender or any Underlying Issuer to honor a drawing under any 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 or Governmental Authority; (vi) any actual or proposed use by any Credit Party of any Letter of Credit or the proceeds of any Loans; or (vii) Lender’s entering into this Credit Agreement, the other Indemnified Persons (solely with respect to this subCredit Documents or any other agreements, instruments or documents relating thereto, including amounts paid in-clause (y)settlement, limited, in the case of legal court costs and expenses, to the actual documented fees and disbursements of one counsel collectively for incurred in connection with any such Indemnified Persons (pluslitigation, investigation, claim or proceeding or any advice rendered in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) arising out of, in any way connected with, or as a result of (i) the use of connection with any of the proceeds of the Loansforegoing; and (iib) this Agreement or any other Loan Document; (iii) the transactions contemplated by this Agreement or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to any of the foregoing (including, without limitation, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party or any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not apply to any such losses, claims, damages, liabilities liabilities, deficiencies, judgments or related expenses that arise directly or indirectly from or in connection with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent arising solely from (1) that the willful misconduct or gross negligence Obligations of any Credit Party hereunder are unenforceable for any reason, such Credit Party hereby agrees to make the maximum contribution to the payment and satisfaction of such Indemnified Person as determined Obligations which is permissible under applicable law. Each Credit Party’s obligations hereunder shall survive any termination of this Credit Agreement and the other Credit Documents and Payment in Full, and are in addition to, and not in substitution of, any other of its Obligations. In addition, each Credit Party shall, upon demand, pay to Lender all Expenses, including, without limitation, costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by a finalLender in (i) enforcing or defending its rights under or in respect of this Credit Agreement, non-appealable judgment of a court of competent jurisdictionthe other Credit Documents or any other agreement, document or instrument now or hereafter executed and delivered in connection herewith, (2ii) a material breach by such Indemnified Person of its obligations under any Loan Documentcollecting the Loans and other Obligations, as determined by a court of competent jurisdiction by final and non-appealable judgment, at a time when no Loan Party has materially breached its obligations under any Loan Document (iii) foreclosing or (3) disputes solely among otherwise collecting upon the Indemnified Persons (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Persons), other than claims against the Agent Collateral or any of its Related Parties part thereof and (iv) obtaining any legal, accounting or other advice in connection with their respective roles as any of the Agent. All amounts due under this Section 9.02(a) shall be payable on written demand thereforforegoing.

Indemnification; Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Each Borrower shall indemnify pay, reimburse, indemnify, defend, and hold Agent-Related Persons, and the AgentLender-Related Persons, each Lender and each Participant and their respective Related Parties against (each, an “"Indemnified Person”), ") harmless (to the fullest extent permitted by law) from and shall hold each Indemnified Person harmless from, against any and all losses, claims, taxes (other than an Excluded Tax) damages demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and liabilities damages, and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expenses, to the actual documented reasonable fees and disbursements of one counsel collectively for such Indemnified Persons attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (plusas and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) arising out of, in any way connected with, connection with or as a result of or related to the negotiation, execution, delivery, enforcement, performance, or administration (iincluding any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of the Borrowers' compliance with the terms of the Loan Documents, (b) with respect to any investigation, litigation, or proceeding related to this Agreement, any other Loan Document, or the use of any of the proceeds of the Loans; credit provided hereunder (ii) this Agreement or irrespective of whether any other Loan Document; (iii) the transactions contemplated by this Agreement or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or Indemnified Person is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to any of the foregoing (including, without limitation, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party or any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided ), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or Release of Hazardous Materials, any Environmental Actions, any Environmental Liabilities or any Response Actions related in any way to any such assets or properties of any Borrower (each and all of the foregoing, the "Indemnified Liabilities"). The foregoing to the contrary notwithstanding, Borrowers shall have no obligation to any Indemnified Person shall not apply under this Section 11.3 with respect to any such losses, claims, damages, liabilities or related expenses to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined by a final, non-appealable judgment of a court of competent jurisdiction, (2) a material breach by such Indemnified Person of its obligations under any Loan Document, as determined by Liability that a court of competent jurisdiction by final finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person. This provision shall survive the termination of this Agreement and non-appealable judgment, at a time when no Loan Party has materially breached its obligations under the repayment of the Obligations. If any Loan Document or (3) disputes solely among Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrowers were required to indemnify the Indemnified Persons (and not involving any other Persons) for actions by one or more of Person receiving such payment, the Indemnified Persons (Person making such payment is entitled to be indemnified and not involving any other Persons)reimbursed by Borrowers with respect thereto. EXCEPT AS PROVIDED ABOVE IN THIS SECTION 11.3, other than claims against the Agent or any of its Related Parties in connection with their respective roles as the Agent. All amounts due under this Section 9.02(a) shall be payable on written demand thereforTHE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

Indemnification; Expenses. (a) Whether or not The Seller agrees to indemnify and hold harmless the transactions contemplated hereby are consummated, the Borrower shall indemnify the Agent, each Lender Purchaser and each Participant of its Affiliates and Subsidiaries and their present and former respective Related Parties against officers, directors, employees, agents, advisors and other representatives (each, an “Indemnified PersonParty”), ) from and shall hold each Indemnified Person harmless from, against any and all lossesdirect, as opposed to consequential, claims, taxes (other than an Excluded Tax) damages and liabilities and related reasonabledamages, documented costs and expenseslosses, including legal counsel fees liabilities, costs, civil penalties and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expenses, to the actual documented fees and disbursements of one counsel collectively for such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) arising out of, in any way connected with, or as a result of (i) the use of any of the proceeds of the Loans; (ii) this Agreement or any other Loan Document; (iii) the transactions contemplated by this Agreement or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to any of the foregoing (including, without limitation, expenses under Subsection 8(b) and Section 27 and reasonable attorneys fees, costs, expenses and disbursements) (each a “Cost” and collectively, “Costs”) that may be incurred by or asserted or awarded against any improper use Indemnified Party, in each case relating to or disclosure or unlawful use or disclosure arising out of Customer Information by a Loan Party any of the Note, the Purchased Items, the Repurchase Documents, the Asset Documents or any of its agents transaction contemplated hereby or representatives)thereby, whether or not the Agent, any Lender, any Participant or any amendment, supplement or modification of, or any waiver or consent under or in respect of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not apply to of the Note, the Purchased Items, the Repurchase Documents, the Asset Documents or any such lossestransaction contemplated hereby or thereby, claims, damages, liabilities or related expenses except to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined by Cost is found in a final, non-non appealable judgment of a court of competent jurisdiction, (2) a material breach by such Indemnified Person of its obligations under any Loan Document, as determined by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. Costs subject to this Section 8 shall include, but not be limited to, (i) Costs incurred in connection with the violation of any Environmental Laws and the existence, correction or removal of any Materials of Environmental Concern in any way affecting any Mortgaged Property or any real property and (ii) all Costs with respect to the Note, any Purchased Items or any Mortgaged Property relating to or arising out of any violation or alleged violation of any Applicable Law, except to the extent any such Costs are found in a final, non appealable judgment by final and non-appealable judgmenta court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, at a time when no Loan bad faith or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Seller, its officers, directors, shareholders, employees or creditors, an Indemnified Party has materially breached its obligations under any Loan Document or (3) disputes solely among the Indemnified Persons (and not involving any other Persons) for actions by one Person or more of the any Indemnified Persons (Party is otherwise a party thereto and whether or not involving any other Persons)transaction contemplated hereby is consummated. The Seller agrees not to assert any claim against any Indemnified Party, other than claims against the Agent or any of its Related Parties their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Repurchase Documents, the Asset Documents or any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of this Agreement. In any suit, proceeding or action brought by an Indemnified Party in connection with their respective roles the Note, the other Purchased Items, any Mortgaged Property, the Loan or the Asset Documents for any sum owing hereunder, or to enforce any provisions of the Note, the other Purchased Items, any Mortgaged Property, the Loan, the Asset Documents or any documents related to the foregoing the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set—off, counterclaim, recoupment or reduction or liability whatsoever of any Obligor, account debtor or obligor thereunder, arising out of a breach by the Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such Obligor, account debtor or obligor or its successors from the Seller. The Seller also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all the Agent. All amounts due Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of the Purchaser’s rights under this Section 9.02(a) shall be payable on written demand thereforthe Repurchase Documents, the Asset Documents or any transaction contemplated hereby and thereby, including, without limitation, the reasonable fees, costs, expenses and disbursements of its counsel.

Indemnification; Expenses. You agree (a) Whether or not the transactions contemplated hereby are consummatedto indemnify and hold harmless Credit Suisse and its officers, the Borrower shall indemnify the Agentdirectors, each Lender employees, agents, advisors, representatives, controlling persons, members and each Participant successors and their respective Related Parties against assigns (each, an “Indemnified Person”), ) from and shall hold each Indemnified Person harmless from, against any and all losses, claims, taxes (other than an Excluded Tax) damages and damages, liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expensesjoint or several, to the actual documented fees and disbursements of one counsel collectively for which any such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) Person may become subject arising out ofof or in connection with this Commitment Letter, in any way connected withthe Fee Letter, or as a result of (i) the use of any of Transactions, the proceeds of the Loans; (ii) this Agreement Facilities or any other Loan Document; (iii) the transactions contemplated by this Agreement related transaction or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claim, litigation, investigation or proceeding relating to any of the foregoing foregoing, regardless of whether any such Indemnified Person is a party thereto (including, without limitation, any improper use or disclosure or unlawful use or disclosure and regardless of Customer Information whether such matter is initiated by a Loan Party third party or any of its agents or representatives)by Holdings, whether or not the Agent, any Lender, any Participant Company or any of their respective Related Parties are a party theretoaffiliates or equity holders), and to reimburse each such Indemnified Person upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing or entering into or enforcing the Commitment Letter or the Fee Letter; provided that such (i) the foregoing indemnity provided will not, as to any such Indemnified Person shall not Person, apply to any such losses, claims, damages, liabilities or related expenses to the extent arising solely from (1a) the willful misconduct or gross negligence of such Indemnified Person as determined by they are found in a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted from (X) the willful misconduct or gross negligence of such Indemnified Person or such Indemnified Person’s officers, directors, employees, agents, advisors, representatives, controlling persons or successors or assignees (2any such person, a “Related Person”) or (Y) a material breach by such Indemnified Person of its express obligations under this Commitment Letter or (b) arising from or in connection with disputes solely among or between Indemnified Persons (other than actions against Credit Suisse in its capacity as agent or arranger or similar capacity in connection with the Facilities) not relating to any Loan Documentacts or omissions by you or any of your affiliates or your or its Related Persons and (ii) your obligation to reimburse the Indemnified Persons for legal expenses shall be limited to the fees, charges and disbursements of one counsel to all Indemnified Persons (and, if reasonably necessary, of one regulatory counsel and one local counsel in any relevant jurisdiction) and, solely in the case of an actual or potential conflict of interest of which you are notified in writing, of one additional counsel (and if reasonably necessary, of one regulatory counsel and one local counsel in any relevant jurisdiction) to the affected Indemnified Persons and (b) if the Closing Date occurs, to reimburse Credit Suisse for all reasonable and documented out-of-pocket expenses (including, but not limited to, expenses of Credit Suisse’s due diligence investigation, consultants’ fees, syndication expenses, travel expenses and fees, and disbursements and other charges of outside counsel (limited to one counsel and, if reasonably necessary, one regulatory counsel and one local counsel in any relevant jurisdiction)), incurred in connection with the Facilities and the preparation and negotiation of this Commitment Letter, the Fee Letter, the definitive documentation for the Facilities and any ancillary documents and security arrangements in connection therewith. You agree that, notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equity holders or creditors or any other person arising out of, related to or in connection with any aspect of the Transactions, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, non-appealable judgment by a court of competent jurisdiction by final and non-appealable judgment, at a time when no Loan Party has materially breached its obligations under any Loan Document to have resulted from such Indemnified Person’s gross negligence or (3) disputes solely among the Indemnified Persons (and willful misconduct. You will not involving be responsible to us or any other Persons) for actions by one Indemnified Person or more of the Indemnified Persons (and not involving any other Persons)person or entity for any special, other than claims against indirect, consequential or punitive, damages which may be alleged as a result of this Commitment Letter, the Agent Fee Letters or any of its Related Parties in connection with their respective roles as the Agent. All amounts due Transactions; provided, that your indemnity and reimbursement obligations under this Section 9.02(a) 7 shall not be payable on written demand thereforlimited by this sentence.

Indemnification; Expenses. You agree (a) Whether or not the transactions contemplated hereby are consummatedto indemnify and hold harmless each Financial Institution and its affiliates, the Borrower shall indemnify the Agent, each Lender and each Participant and their respective Related Parties against officers, directors, employees, agents, controlling persons, members and representatives of each Financial Institution and its affiliates and the successors and assigns of each of the foregoing (each, an “Indemnified Person”), ) from and shall hold each Indemnified Person harmless from, against any and all losses, claims, taxes (other than an Excluded Tax) damages and damages, liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expensesjoint or several, to the actual documented fees and disbursements of one counsel collectively for which any such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) Person may become subject arising out ofof or in connection with this Commitment Letter, in any way connected withthe Fee Letter, or as a result of (i) the Transactions, the Facilities, the use of any or intended use of the proceeds of the Loans; (ii) this Agreement Facilities or any other Loan Document; (iii) the transactions contemplated by this Agreement related transaction or any other Loan Document; (iv) the ownership and operation of any Loan Party’s actual or any other Obligor’s assetsthreatened claim, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s feeactions, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreementsuits, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claiminquiries, litigation, investigation or proceeding (any such claim, actions, suits, inquiries, litigation, investigation or proceeding, a “Proceeding”) relating to any of the foregoing foregoing, regardless of whether any such Indemnified Person is a party thereto (includingand regardless of whether such matter is initiated by you, without limitationyour or the Target’s equity holders, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party creditors or any of its agents other third party or representatives)by Holdings, whether or not the Agent, any Lender, any Participant Target or any of their respective Related Parties are subsidiaries or affiliates), and to reimburse each such Indemnified Person promptly upon demand for any reasonable documented out-of-pocket legal expenses incurred in connection with investigating or defending any of the foregoing by one firm of counsel for all Indemnified Persons, taken as a party theretowhole (and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel with your prior consent (not to be unreasonably withheld or delayed), of another firm of counsel (and local counsel, if applicable) for such affected Indemnified Person)) and other reasonable documented out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing or in connection with the enforcement of any provision of this Commitment Letter or the Fee Letter; provided that such the foregoing indemnity provided will not, as to any such Indemnified Person shall not Person, apply to any such (A) losses, claims, damages, liabilities or related expenses (i) to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined by they are found in a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of such Indemnified Person’s controlled or controlling affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or representatives (2collectively, such Indemnified Person’s “Related Persons”) (provided that each reference to “representatives” pertains solely to such representatives involved in the negotiation of this Commitment Letter or syndication of the Facilities), or (ii) arising out of a material breach by such Indemnified Person (or any of such Indemnified Person’s Related Persons) of its obligations under any Loan Document, this Commitment Letter (as determined by a court of competent jurisdiction by in a final and non-appealable judgment), at a time when no Loan Party has materially breached its obligations under any Loan Document or (3iii) disputes solely among arising out of any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of you or any of your respective affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Financial Institution in its capacity or in fulfilling its role as an Administrative Agent, collateral agent, other agent or Arranger under the Facilities), (B) any settlement entered into by such Indemnified Person (or any of such Indemnified Person’s Related Persons) without your written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, however, that the foregoing indemnity will apply to any such settlement in the event that you were offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense, or (C) any expenses of the type referred to in clause (b) of this sentence except to the extent such expenses would otherwise be of the type referred to in clause (a), and (b) in the event the Closing Date occurs, to reimburse the Financial Institutions from time to time, upon presentation of a reasonably detailed summary statement, for all reasonable documented out-of-pocket expenses (including but not limited to expenses of our due diligence investigation, fees of consultants hired with your prior written consent (such consent not to be unreasonably withheld or delayed), syndication expenses, travel expenses and fees, disbursements and other charges of counsel identified in the Term Sheets and of a single firm of local counsel to the Arrangers in each appropriate jurisdiction retained with your prior written consent (such consent not to be unreasonably withheld or delayed) (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel with your prior consent (not to be unreasonably withheld or delayed), of another firm of counsel (and local counsel, if applicable) for such affected Indemnified Person), in each case, incurred in connection with the Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the definitive documentation for the Facilities and any ancillary documents or security arrangements in connection therewith. It is further agreed that the Financial Institutions shall have no liability to any person other than you, and you shall have no liability to any person other than the Financial Institutions and the Indemnified Persons (and not involving in connection with this Commitment Letter, the Fee Letter, the Facilities or the transactions contemplated hereby. No Indemnified Person shall be liable for any damages arising from the use by others of any information or other Persons) for actions by one materials obtained through internet, electronic, telecommunications or more other information transmission systems except to the extent they are found in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Persons (and not involving any other Persons), other than claims against the Agent Person or any of its Related Parties Persons. None of the Indemnified Persons or (except solely as a result of your indemnification obligations set forth above to the extent an Indemnified Person is found so liable) you, the Sponsor or any of your or its respective affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with their respective roles as this Commitment Letter, the AgentFee Letter, the Facilities or the transactions contemplated hereby. All amounts due under The provisions of this Section 9.02(a) 7 shall be payable superseded in each case by the applicable provisions contained in the definitive documentation for the Facilities, to the extent covered thereby, upon execution thereof and thereafter shall have no further force and effect. You shall not, without the prior written consent of each applicable Indemnified Person (which consent, except with respect to a settlement including a statement of the type referred to in clause (y) below, shall not be unreasonably withheld 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 such settlement (x) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability on written demand thereforclaims that are the subject matter of such Proceedings, (y) 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 and (z) includes customary confidentiality and non-disparagement agreements.

Indemnification; Expenses. You agree (a) Whether or not the transactions contemplated hereby are consummated, the Borrower shall to indemnify the Agent, and hold harmless each Lender Financial Institution and each Participant its affiliates and their respective Related Parties against officers, directors, employees, agents, controlling persons, members and representatives of each of the foregoing and their respective successors and assigns (each, an “Indemnified Person”), ) from and shall hold each Indemnified Person harmless from, against any and all losses, claims, taxes (other than an Excluded Tax) damages and damages, liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expensesjoint or several, to the actual documented fees and disbursements of one counsel collectively for which any such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) Person may become subject arising out ofof or in connection with this Commitment Letter, in any way connected withthe Fee Letter, or as a result of (i) the Transactions, the Facilities, the use of any or intended use of the proceeds of the Loans; (ii) this Agreement Facilities or any other Loan Document; (iii) the transactions contemplated by this Agreement related transaction or any other Loan Document; (iv) the ownership and operation of any Loan Party’s actual or any other Obligor’s assetsthreatened claim, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s feeactions, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreementsuits, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claiminquiries, litigation, investigation or proceeding (any such claim, actions, suits, inquiries, litigation, investigation or proceeding, a “Proceeding”) relating to any of the foregoing foregoing, regardless of whether any such Indemnified Person is a party thereto (includingand regardless of whether such matter is initiated by you, without limitationyour or Redwood’s or the Target’s equity holders, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party creditors or any of its agents other third party or representatives)by the Target, whether or not the AgentRedwood Holdings, any Lender, any Participant Redwood or any of their respective Related Parties are subsidiaries or affiliates), and to reimburse each such Indemnified Person promptly upon demand for any reasonable documented out-of-pocket legal expenses incurred in connection with investigating or defending any of the foregoing by one firm of counsel for all Indemnified Persons, taken as a party theretowhole (and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel (and local counsel, if applicable) for such affected Indemnified Person)) and other reasonable documented out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing or in connection with the enforcement of any provision of this Commitment Letter or the Fee Letter; provided that such the foregoing indemnity provided will not, as to any such Indemnified Person shall not Person, apply to any such (A) losses, claims, damages, liabilities or related expenses (i) to the extent arising solely from (1) the willful misconduct or gross negligence of such Indemnified Person as determined by they are found in a final, non-appealable judgment of a court of competent jurisdictionjurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of such Indemnified Person’s controlled or controlling affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members or representatives (2collectively, such Indemnified Person’s “Related Persons”) (provided that each reference to “representatives” pertains solely to such representatives involved in the negotiation of this Commitment Letter or syndication of the Facilities), or (ii) arising out of a material breach by such Indemnified Person (or any of such Indemnified Person’s Related Persons) of its obligations under any Loan Document, this Commitment Letter (as determined by a court of competent jurisdiction by in a final and non appealable judgment), or (iii) arising out of any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of you or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Financial Institution in its capacity or in fulfilling its role as an administrative agent, other agent or Arranger under the Facilities), (B) any settlement entered into by such Indemnified Person (or any of such Indemnified Person’s Related Persons) without your written consent (such consent not to be unreasonably withheld, delayed or conditioned), or (C) any expenses of the type referred to in clause (b) of this sentence except to the extent such expenses would otherwise be of the type referred to in clause (a), and (b) in the event the Closing Date occurs, to reimburse the Financial Institutions from time to time, upon presentation of a reasonably detailed summary statement, for all reasonable documented out-of-pocket expenses (including but not limited to expenses of our due diligence investigation, fees of consultants hired with your prior written consent (such consent not to be unreasonably withheld or delayed), syndication expenses, travel expenses and fees, disbursements and other charges of counsel identified in the Term Sheet and of a single firm of local counsel to the Arrangers in each appropriate jurisdiction (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel (and local counsel, if applicable) for such affected Indemnified Person)), in each case, incurred in connection with the Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the definitive documentation for the Facilities and any ancillary documents or security arrangements in connection therewith. You acknowledge that we may receive a benefit, including, without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us, including, without limitation, fees paid pursuant hereto. It is further agreed that the Financial Institutions shall have no liability to any person other than you, and you shall have no liability to any person other than the Financial Institutions and the Indemnified Persons in connection with this Commitment Letter, the Fee Letter, the Facilities or the transactions contemplated hereby. No Indemnified Person shall be liable for any damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems except to the extent they are found in a final, non-appealable judgmentjudgment of a court of competent jurisdiction to have resulted from the willful misconduct, at a time when no Loan Party has materially breached its obligations under any Loan Document bad faith or (3) disputes solely among the gross negligence of such Indemnified Persons (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Persons), other than claims against the Agent Person or any of its Related Parties Persons. None of the Indemnified Persons or (except solely as a result of your indemnification obligations set forth above to the extent an Indemnified Person is found so liable) you, the Sponsor or any of your or its respective affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with their respective roles as this Commitment Letter, the AgentFee Letter, the Facilities or the transactions contemplated hereby. All amounts due under The provisions of this Section 9.02(a) 7 shall be payable superseded in each case by the applicable provisions contained in the definitive financing documentation, to the extent covered thereby, upon execution thereof and thereafter shall have no further force and effect. You shall not, without the prior written consent of each applicable Indemnified Person (which consent, except with respect to a settlement including a statement of the type referred to in clause (y) below, shall not be unreasonably withheld 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 such settlement (x) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability on written demand thereforclaims that are the subject matter of such Proceedings, (y) 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 and (z) includes customary confidentiality and non-disparagement agreements.

Indemnification; Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify the Agent, each Lender and each Participant and their respective Related Parties managers, directors, officers, employees, attorneys and agents against (each, an “Indemnified Person”), and shall hold each Indemnified Person harmless from, any and all losses, claims, taxes (other than an Excluded Tax) damages and liabilities and related reasonable (provided such “reasonable” qualifier shall not apply with respect to costs and expenses of Agent incurred during the existence of an Event of Default) expenses, documented costs including reasonable counsel fees and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other any Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expenses, to the actual documented fees and disbursements of one counsel collectively for such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) Person arising out of, in any way connected with, or as a result of of: (ia) the use of any of the proceeds of the LoansTerm Loan; (iib) this Agreement or any other Loan Document; (iiic) the transactions contemplated by this Agreement or any other Loan Document; (ivd) the ownership and operation of any Loan Party’s or any other Obligor’s assets, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (ve) any finder’s fee, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreement, action or conduct of any Loan Party, any other Obligor or any of their respective its Affiliates or any Sponsor Affiliate; and/or (vif) any claim, litigation, investigation or proceeding relating to any of the foregoing (including, without limitation, any improper use or disclosure or unlawful use or disclosure of Customer Information by a Loan Party or any of its agents or representatives)foregoing, whether or not the Agent, any Lender, any Participant or any of their respective Related Parties directors, officers, managers, employees, attorneys or agents are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not apply to any such losses, claims, damages, liabilities or related expenses to the extent arising solely from (1) the willful misconduct or gross negligence of such any Indemnified Person as determined by a final, non-appealable judgment of a court of competent jurisdiction, (2) a material breach by such Indemnified Person of its obligations under any Loan Document, as determined by a court of competent jurisdiction by final and non-appealable judgment, at a time when no Loan Party has materially breached its obligations under any Loan Document or (3) disputes solely among the Indemnified Persons (and not involving any other Persons) for actions by one or more of the Indemnified Persons (and not involving any other Persons), other than claims against the Agent or any of its Related Parties in connection with their respective roles as the Agent. All amounts due under this Section 9.02(a) 9.02 shall be payable on written demand therefor.. LEGAL02/39661241v2LEGAL02/39709302v6

Indemnification; Expenses. You, jointly and severally, agree (a) Whether or not to indemnify and hold harmless the transactions contemplated hereby are consummated, the Borrower shall indemnify the Agent, each Lender Financial Institutions and each Participant their affiliates and their respective Related Parties against officers, directors, employees, agents, controlling persons, members, advisors, agents and representatives and their successors and assigns (each, an “Indemnified Person”), ) from and shall hold each Indemnified Person harmless from, against any and all losses, claims, taxes (other than an Excluded Tax) damages and damages, liabilities and related reasonable, documented costs and expenses, including legal counsel fees and expenses incurred by (x) Agent and (y) all other Indemnified Persons (solely with respect to this sub-clause (y), limited, in the case of legal costs and expensesjoint or several, to the actual documented fees and disbursements of one counsel collectively for which any such Indemnified Persons (plus, in the case of one or more actual or potential conflicts of interest, one or more additional counsel for each class of similarly situated Persons) and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel in each relevant jurisdiction) Person may become subject arising out ofof or in connection with this Commitment Letter, in any way connected withthe Transactions, or as a result of (i) the use of any of the proceeds of the Loans; (ii) this Agreement Amended Securitization Facility or any other Loan Document; (iii) the transactions contemplated by this Agreement related transaction or any other Loan Document; (iv) the ownership and operation of any Loan Party’s or any other Obligor’s assetsclaim, including all Real Properties and improvements or any Contract or the performance by any Loan Party or any other Obligor of its obligations under any Contract; (v) any finder’s feeactions, brokerage commission or other such obligation payable or alleged to be payable in respect of the transactions contemplated by this Agreement or any other Loan Document which arises or is alleged to arise from any agreementsuits, action or conduct of any Loan Party, any other Obligor or any of their respective Affiliates and/or (vi) any claiminquiries, litigation, investigation or proceeding (a “Proceeding”) relating to any of the foregoing (includingforegoing, without limitation, any improper use or disclosure or unlawful use or disclosure regardless of Customer Information by a Loan Party or any of its agents or representatives), whether or not the Agent, any Lender, any Participant or any of their respective Related Parties are a party thereto; provided that such indemnity provided to any such Indemnified Person shall not is a party thereto (and regardless of whether such matter is initiated by you, your equity holders, creditors or any other third party or by you or any of your or such third party’s respective subsidiaries or affiliates), and to reimburse each such Indemnified Person upon demand for any reasonable and documented out-of-pocket legal or other expenses incurred in connection with investigating or defending any of the foregoing or in connection with the enforcement of any provision of the Commitment Letter; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to any such losses, claims, damages, liabilities or related expenses to the extent arising solely resulting from (1) the gross negligence or willful misconduct or gross negligence on the part of such Indemnified Person as determined by or its officers, directors, employees, agents, advisors, successors or assigns and (b) to reimburse the Financial Institutions from time to time on demand for all reasonable and documented out-of-pocket costs and expenses in connection with the planning of the Amended Securitization Facility and the preparation, negotiation and enforcement of this Commitment Letter, the definitive documentation for the Amended Securitization Facility and any ancillary documents or security arrangements in connection herewith or therewith. You agree that no Indemnified Person will have any liability (whether direct or indirect, in contract, tort or otherwise) to you or any of your subsidiaries or to any of your or their respective equityholders or creditors arising out of, related to or in connection with any aspect of this Commitment Letter, the Amended Securitization Facility or the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable nonappealable judgment of a court of competent jurisdiction, (2) a material breach by such Indemnified Person of its obligations under any Loan Document, as determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. No Indemnified Person shall be liable for any January 27, 2017 damages arising from the use by final and non-appealable judgmentothers of any information or other materials obtained through internet, at a time when no Loan Party has materially breached its obligations under any Loan Document electronic, telecommunications or (3) disputes solely among the Indemnified Persons (and not involving any other Persons) for actions by one or more information transmission systems. None of the Indemnified Persons (and not involving or you shall be liable for any other Persons)indirect, other than claims against the Agent special, punitive or any of its Related Parties consequential damages in connection with their respective roles as this Commitment Letter, the AgentAmended Securitization Facility or the transactions contemplated hereby; provided that nothing contained in this sentence shall limit your indemnification obligations set forth herein to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnified Person is entitled to indemnification hereunder. All amounts due under this Section 9.02(a) The foregoing provisions shall be payable superseded in each case by the applicable provisions contained in the definitive documentation upon execution thereof and thereafter shall have no further force and effect. You shall not, without the prior written consent of each applicable Indemnified Person (which consent shall not be unreasonably withheld 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 such settlement (a) includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on written demand thereforclaims 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 other injunctive relief or other non-monetary remedy.