Common use of Expenses and Indemnification Clause in Contracts

Expenses and Indemnification. The Company shall pay (a) (i) all reasonable and documented or invoiced out-of-pocket expenses of the Administrative Agent, the Collateral Agent, each Issuing Bank and each Arranger associated with the syndication of the ABL Facility and the preparation, execution, delivery and administration of the ABL Facility Documents (including with respect to field exams and appraisals), and (ii) all reasonable and documented or invoiced out-of-pocket expenses of the Administrative Agent, the Collateral Agent, each Issuing Bank and each Arranger associated with any amendment or waiver with respect to the ABL Facility Documents (including, without limitation, the reasonable and documented fees, disbursements and other charges of counsel identified herein, one local counsel in each relevant material jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each applicable material jurisdiction) and (b) all reasonable and documented or invoiced out-of-pocket expenses of the Administrative Agent, the Collateral Agent, each Issuing Bank, each Arranger and the Lenders (including, without limitation, the reasonable and documented fees, disbursements and other charges of counsel) in connection with the enforcement of the ABL Facility Documents. The Loan Parties will indemnify the Administrative Agent, the Collateral Agent, each Arranger, and the Lenders and their respective affiliates, successors and assigns and the officers, directors, employees, affiliates, agents, advisors, controlling persons and members of each of the foregoing, and hold them harmless from and against all costs, expenses (including, without limitation, reasonable and documented fees, disbursements and other charges of counsel), losses, claims, damages and liabilities of any such Indemnified Person arising out of or relating to any claim or any litigation or other proceedings (regardless of whether any such Indemnified Person is a party thereto or whether such claim, litigation, or other proceeding is brought by a third party or by the Company or any of its affiliates, creditors or shareholders) that relate to the Transactions; provided that no Indemnified Person will be indemnified for its gross negligence, material breach of its funding obligations under the ABL Facility, bad faith or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable decision or for any dispute that is solely among Indemnified Persons and does not arise from any act or omission by the Company or any of its affiliates (other than a dispute involving claims against the Administrative Agent or Collateral Agent in its capacity as such; provided, further that no Indemnified Person or the Company shall be liable for any indirect, special, punitive or consequential damages (other than in respect of any such damages incurred or paid by an Indemnified Person to a third party).

Expenses and Indemnification. The Company shall pay Indemnification by Borrower of each Indemnified Person (aas defined in Exhibit B to the Commitment Letter) for matters arising out of or in connection with the Commitment Letter, the Fee Letter, the Transactions, the Second Lien Term Facility or any related transaction or any claim, actions, suits, inquiries, litigation, investigation or other proceeding (regardless of whether such Indemnified Person is a party thereto and regardless of whether such matter is initiated by the Borrower’s or the Acquired Business’ equity holders, creditors or any other third party or by Coin Holdings, the Acquired Business or any of their respective affiliates) that relates to the Transactions, including the Second Lien Term Facility or any transactions in connection therewith; provided that no Indemnified Person will be indemnified for any cost, expense or liability (i) to the extent determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of such Indemnified Person’s Related Persons (as defined in Exhibit B to the Commitment Letter), (ii) arising from a material breach of such Indemnified Person’s (or any of its Related Persons) obligations under the definitive loan documentation (as determined in a final, non-appealable judgment by a court of competent jurisdiction), or (iii) arising from any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of its 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 Agent or Arranger in its capacity as such). In addition, all reasonable and reasonable, documented or invoiced out-of-pocket expenses of the Administrative Agent, the Collateral Agent, each Issuing Bank and each Arranger associated with the syndication of the ABL Facility and the preparation, execution, delivery and administration of the ABL Facility Documents (including with respect to field exams and appraisals), and (ii) all reasonable and documented or invoiced out-of-pocket expenses of the Administrative Agent, the Collateral Agent, each Issuing Bank and each Arranger associated with any amendment or waiver with respect to the ABL Facility Documents (including, without limitation, the reasonable and documented fees, disbursements and other charges of one firm of counsel identified hereinfor all such persons, one taken as a whole (and, if necessary, by a single firm of local counsel in each relevant material appropriate jurisdiction for all such persons, taken as a whole) (and, solely in the case of an actual or perceived conflict of interestinterest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel, one additional of another firm of counsel in each applicable material jurisdiction(and local counsel, if applicable) and for such affected Indemnified Person)) of (bx) all reasonable and documented or invoiced out-of-pocket expenses of the Administrative Agent, Arrangers, the Collateral Agent, each Issuing Bank, each Arranger Syndication Agent and the Lenders for the enforcement costs and documentary taxes associated with the Second Lien Term Facility and (including, without limitation, y) the reasonable and documented fees, disbursements and other charges of counsel) Agent in connection with the enforcement preparation, execution and delivery of any amendment, waiver or modification of the ABL Second Lien Term Facility Documents(whether or not such amendment, waiver or modification is approved by the Lenders) will in each case be paid by the Borrower if the Closing Date occurs. Governing Law and Forum: New York. Counsel to Agent and Lead Arrangers: ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. Interest Rates: The interest rates under the Second Lien Term Facility will be, at the option of the Borrower, Adjusted LIBOR plus the Second Lien Term Facility LIBOR Spread (as defined in the Fee Letter) or ABR plus the Second Lien Term Facility ABR Spread (as defined in the Fee Letter). The Loan Parties will indemnify Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if agreed to by all relevant Lenders, 12 months or, if agreed to by the Administrative Agent, a shorter period) for Adjusted LIBOR. Calculation of interest shall be on the Collateral Agentbasis of the actual days elapsed in a year of 360 days (or 365 or 366 days, each Arrangeras the case may be, in the case of ABR loans) and interest shall be payable at the Lenders and their respective affiliates, successors and assigns and the officers, directors, employees, affiliates, agents, advisors, controlling persons and members end of each of the foregoinginterest period and, and hold them harmless from and against all costsin any event, expenses (including, without limitation, reasonable and documented fees, disbursements and other charges of counsel), losses, claims, damages and liabilities of any such Indemnified Person arising out of or relating to any claim or any litigation or other proceedings (regardless of whether any such Indemnified Person is a party thereto or whether such claim, litigation, or other proceeding is brought by a third party or by the Company or any of its affiliates, creditors or shareholders) that relate to the Transactions; provided that no Indemnified Person will be indemnified for its gross negligence, material breach of its funding obligations under the ABL Facility, bad faith or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable decision or for any dispute that is solely among Indemnified Persons and does not arise from any act or omission by the Company or any of its affiliates (other than a dispute involving claims against the Administrative Agent or Collateral Agent in its capacity as such; provided, further that no Indemnified Person or the Company shall be liable for any indirect, special, punitive or consequential damages (other than in respect of any such damages incurred or paid by an Indemnified Person to a third party)at least every three months.

Expenses and Indemnification. The Company shall pay (a) (i) all reasonable and documented or invoiced out-of-pocket expenses Indemnification by Borrower of the Administrative Agent, the Collateral Arrangers, Syndication Agent, each Issuing Bank and each Arranger associated with the syndication of the ABL Facility and the preparationLenders, execution, delivery and administration of the ABL Facility Documents (including with respect to field exams and appraisals), and (ii) all reasonable and documented or invoiced out-of-pocket expenses of the Administrative Agent, the Collateral Agent, each Issuing Bank and each Arranger associated with any amendment or waiver with respect to the ABL Facility Documents (including, without limitation, the reasonable and documented fees, disbursements and other charges of counsel identified herein, one local counsel in each relevant material jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each applicable material jurisdiction) and (b) all reasonable and documented or invoiced out-of-pocket expenses of the Administrative Agent, the Collateral Agent, each Issuing Bank, each Arranger and the Lenders (including, without limitation, the reasonable and documented fees, disbursements and other charges of counsel) in connection with the enforcement of the ABL Facility Documents. The Loan Parties will indemnify the Administrative Agent, the Collateral Agent, each Arranger, and the Lenders and their respective affiliates, successors and assigns and the officers, directors, employees, affiliates, agents, advisors, controlling persons and members of each of the foregoingforegoing (each, and hold them harmless from and against all costs, expenses (including, without limitation, reasonable and documented fees, disbursements and other charges of counsel), losses, claims, damages and liabilities of any such an “Indemnified Person Person”) for matters arising out of or relating to any claim in connection with the Commitment Letter, the Fee Letter, the Transactions, the First Lien Facilities or any litigation related transaction or any claim, actions, suits, inquiries, litigation, investigation or other proceedings proceeding (regardless of whether any such Indemnified Person is a party thereto or and regardless of whether such claimmatter is initiated by the Borrower’s or the Target’s, litigationequity holders, creditors or any other proceeding is brought by a third party or by Coin Holdings, the Company Target or any of its their respective affiliates, creditors or shareholders) that relate relates to the Transactions, including the First Lien Facilities or any transactions in connection therewith; provided that no Indemnified Person will be indemnified for its gross negligenceany cost, material breach of its funding obligations under expense or liability (i) to the ABL Facility, bad faith or willful misconduct as extent determined by a court of competent jurisdiction in a final final, non-appealable decision judgment to have resulted from the gross negligence, bad faith or for willful misconduct of such Indemnified Person or any dispute of such Indemnified Person’s controlled or controlling affiliates or any or its or their respective officers, directors, employees, agents, advisors, controlling persons or members (collectively, “Related Persons”), (ii) arising from a material breach of such Indemnified Person’s (or any of its Related Persons) obligations under the definitive loan documentation (as determined in a final, non-appealable judgment by a court of competent jurisdiction), or (iii) arising from any claim, actions, suits, inquiries, litigation, investigation or proceeding that is solely among Indemnified Persons and does not arise from any involve an act or omission by of the Company Borrower or any of its affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than a dispute involving claims any claim, actions, suits, inquiries, litigation, investigation or proceeding against the Administrative Agent any Agent, Arranger or Collateral Agent Issuing Bank in its capacity as such; provided). In addition, further that no all reasonable, documented out-of-pocket expenses (including, without limitation, fees, disbursements and other charges of one firm of counsel for all such persons, taken as a whole (and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such 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)) of (x) the Agent, Arrangers, the Syndication Agent, the Issuing Bank and the Lenders for the enforcement costs and documentary taxes associated with the First Lien Facilities and (y) the Agent in connection with the preparation, execution and delivery of any amendment, waiver or modification of the Company First Lien Facilities (whether or not such amendment, waiver or modification is approved by the Lenders) will in each case be paid by the Borrower if the Closing Date occurs. Governing Law and Forum: New York. Counsel to Agent and Lead Arrangers: ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. Interest Rates: Subject to “Changes in Interest Rate Margins and Commitment Fees” below, the interest rates under the First Lien Term Facility will be, at the option of the Borrower, Adjusted LIBOR plus the First Lien Term Facility LIBOR Spread (as defined in the Fee Letter) or ABR plus the First Lien Term Facility ABR Spread (as defined in the Fee Letter). Subject to “Changes in Interest Rate Margins and Commitment Fees” below, the interest rates under the Revolving Facility will be, at the option of the Borrower, Adjusted LIBOR plus the Revolving Facility LIBOR Spread (as defined in the Fee Letter) or ABR plus the Revolving Facility ABR Spread (as defined in the Fee Letter). The Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if agreed to by all relevant Lenders, 12 months or, if agreed to by the Agent, a shorter period) for Adjusted LIBOR. Calculation of interest shall be liable for on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans) and interest shall be payable at the end of each interest period and, in any indirectevent, special, punitive or consequential damages (other than in respect of any such damages incurred or paid by an Indemnified Person to a third party)at least every three months.

Expenses and Indemnification. The Company shall pay (a) (i) all reasonable and documented or invoiced out-of-pocket expenses Indemnification by Borrower of the Administrative Agent, the Collateral Arrangers, Syndication Agent, each Issuing Bank and each Arranger associated with the syndication of the ABL Facility and the preparationLenders, execution, delivery and administration of the ABL Facility Documents (including with respect to field exams and appraisals), and (ii) all reasonable and documented or invoiced out-of-pocket expenses of the Administrative Agent, the Collateral Agent, each Issuing Bank and each Arranger associated with any amendment or waiver with respect to the ABL Facility Documents (including, without limitation, the reasonable and documented fees, disbursements and other charges of counsel identified herein, one local counsel in each relevant material jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each applicable material jurisdiction) and (b) all reasonable and documented or invoiced out-of-pocket expenses of the Administrative Agent, the Collateral Agent, each Issuing Bank, each Arranger and the Lenders (including, without limitation, the reasonable and documented fees, disbursements and other charges of counsel) in connection with the enforcement of the ABL Facility Documents. The Loan Parties will indemnify the Administrative Agent, the Collateral Agent, each Arranger, and the Lenders and their respective affiliates, successors and assigns and the officers, directors, employees, affiliates, agents, advisors, controlling persons and members of each of the foregoingforegoing (each, and hold them harmless from and against all costs, expenses (including, without limitation, reasonable and documented fees, disbursements and other charges of counsel), losses, claims, damages and liabilities of any such an “Indemnified Person Person”) for matters arising out of or relating to any claim in connection with the Commitment Letter, the Fee Letter, the Transactions, the Facilities or any litigation related transaction or any claim, actions, suits, inquiries, litigation, investigation or other proceedings proceeding (regardless of whether any such Indemnified Person is a party thereto or and regardless of whether such claimmatter is initiated by the Borrower’s, litigationthe Target’s or Redwood’s equity holders, creditors or any other proceeding is brought by a third party or by the Company Target, Redwood Holdings, Redwood or any of its their respective affiliates, creditors or shareholders) that relate relates to the Transactions, including the Facilities or any transactions in connection therewith; provided that no Indemnified Person will be indemnified for its gross negligenceany cost, material breach of its funding obligations under expense or liability (i) to the ABL Facility, bad faith or willful misconduct as extent determined by a court of competent jurisdiction in a final final, non-appealable decision judgment to have resulted from the gross negligence, bad faith or for willful misconduct of such Indemnified Person or any dispute of such Indemnified Person’s controlled or controlling affiliates or any or its or their respective officers, directors, employees, agents, advisors, controlling persons or members (collectively, “Related Persons”), (ii) arising from a material breach of such Indemnified Person’s (or any of its Related Persons) obligations under the definitive loan documentation (as determined in a final, non-appealable judgment by a court of competent jurisdiction), or (iii) arising from any claim, actions, suits, inquiries, litigation, investigation or proceeding that is solely among Indemnified Persons and does not arise from any involve an act or omission by of the Company Borrower or any of its affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than a dispute involving claims any claim, actions, suits, inquiries, litigation, investigation or proceeding against the Administrative Agent any Agent, Arranger or Collateral Agent Issuing Bank in its capacity as such; provided). In addition, further that no all reasonable, documented out-of-pocket expenses (including, without limitation, fees, disbursements and other charges of one firm of counsel for all such persons, taken as a whole (and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such 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)) of (x) the Agent, Arrangers, the Syndication Agent, the Issuing Bank and the Lenders for the enforcement costs and documentary taxes associated with the Facilities and (y) the Agent in connection with the preparation, execution and delivery of any amendment, waiver or modification of the Company Facilities (whether or not such amendment, waiver or modification is approved by the Lenders) will in each case be paid by the Borrower if the Closing Date occurs. Governing Law and Forum: New York. Counsel to Agent and Lead Arrangers: ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. Interest Rates: The interest rates under the Term Facility will be, at the option of the Borrower, Adjusted LIBOR plus the Term Facility LIBOR Spread (as defined in the Fee Letter) or ABR plus the Term Facility ABR Spread (as defined in the Fee Letter). The interest rates under the Revolving Facility will be, at the option of the Borrower, Adjusted LIBOR plus the Revolving Facility LIBOR Spread (as defined in the Fee Letter) or ABR plus the Revolving Facility ABR Spread (as defined in the Fee Letter). The Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if agreed to by all relevant Lenders, 12 months or, if agreed to by the Agent, a shorter period) for Adjusted LIBOR. Calculation of interest shall be liable for on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans determined by reference to the Agent’s Prime Rate (as defined below)) and interest shall be payable at the end of each interest period and, in any indirectevent, special, punitive or consequential damages (other than in respect of any such damages incurred or paid by an Indemnified Person to a third party)at least every three months.

Expenses and Indemnification. The Company shall pay (a) Borrower shall: (i) if the Closing Date occurs, pay all reasonable and documented or invoiced (in summary form) out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent, each Issuing Bank Lead Lender Representative and each Arranger associated the Lead Arrangers (without duplication) in connection with the syndication of the ABL Facility and the negotiation, preparation, execution, syndication, delivery and administration of the ABL Facility Documents Credit Documentation and any amendment, waiver or consent relating thereto (including with respect but limited to field exams one primary counsel to each of Lead Lender Representative and appraisalsthe Administrative Agent (which counsel to the Administrative Agent shall be Proskauer Rose LLP) and one local counsel to the Lead Arrangers in each relevant, material local jurisdiction (which may be a single local counsel in multiple jurisdictions as applicable), but no other advisor without the prior written consent of the Borrower); and (ii) pursuant to customary provisions, indemnify the Lead Arrangers, the Administrative Agent, the Lead Lender Representative, the Issuing Lender and each Lender, their respective officers, directors, employees, advisors, representatives and agents, controlling persons, successors and assigns from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any such Person is a party thereto) related to the entering into and/or performance of the Credit Documentation or the use of proceeds of any Loans (including any actual or alleged presence or release of hazardous materials on or from any property owned or operated by the Borrower or any of its subsidiaries, or any environmental liability related in any way to the Borrower or any of its subsidiaries) except to the extent such claim, damage, loss, liability or expense pursuant to this clause (ii) is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (w) the gross negligence, bad faith or willful misconduct of such indemnified party or any of its controlled affiliates or controlling persons or any of its or their respective officers, directors, employees, agents or members of any of the foregoing, (x) a material breach of the Credit Documentation by any such persons, (y) any dispute solely among the indemnified persons (other than any claim against an indemnified person in its capacity or in fulfilling its role as administrative agent, arranger, Issuing Lender, Swing Line Loan Lender, Lead Lender Representative or any similar role under the Credit Facilities) that does not arise out of any act or omissions of the Borrower or any of its affiliates or (z) settlements effected without the Borrower’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that in the case of legal and other advisor expenses, the Credit Parties’ obligations hereunder shall be limited to the reasonable and documented or invoiced (in summary form) out-of-pocket expenses of the Administrative Agent, the Collateral Agent, each Issuing Bank and each Arranger associated with any amendment or waiver with respect to the ABL Facility Documents (including, without limitation, the reasonable and documented fees, disbursements and other charges of one primary counsel identified herein, and one local counsel in each relevant, material jurisdiction, one specialty counsel for each relevant material jurisdiction andspecialty for all such indemnified persons taken as a whole, solely in the case of an and one or more additional counsel if one or more actual or perceived conflict conflicts of interest, one additional counsel in each applicable material jurisdiction) interest arise; and (b) all reasonable and documented or invoiced out-of-pocket expenses the Borrower’s obligations hereunder shall not apply to any other advisor without the prior written consent of the Administrative Agent, Borrower. Each such indemnified person agrees to refund and return any and all amounts paid by the Collateral Agent, each Issuing Bank, each Arranger and Borrower to such indemnified person to the Lenders (including, without limitation, the reasonable and documented fees, disbursements and other charges of counsel) in connection with the enforcement extent any of the ABL Facility Documents. The Loan Parties will indemnify the Administrative Agent, the Collateral Agent, each Arranger, and the Lenders and their respective affiliates, successors and assigns and the officers, directors, employees, affiliates, agents, advisors, controlling persons and members of each of the foregoing, and hold them harmless from and against all costs, expenses foregoing items described in clauses (including, without limitation, reasonable and documented fees, disbursements and other charges of counsel), losses, claims, damages and liabilities of any such Indemnified Person arising out of or relating to any claim or any litigation or other proceedings w) through (regardless of whether any such Indemnified Person is a party thereto or whether such claim, litigation, or other proceeding is brought by a third party or by the Company or any of its affiliates, creditors or shareholdersz) that relate to the Transactions; provided that no Indemnified Person will be indemnified for its gross negligence, material breach of its funding obligations under the ABL Facility, bad faith or willful misconduct occurs as determined by a court of competent jurisdiction in a final non-appealable decision or for any dispute that is solely among Indemnified Persons and does not arise from any act or omission by the Company or any of its affiliates (other than a dispute involving claims against the Administrative Agent or Collateral Agent in its capacity as such; provided, further that no Indemnified Person or the Company shall be liable for any indirect, special, punitive or consequential damages (other than in respect court of any such damages incurred or paid by an Indemnified Person to a third party)competent jurisdiction.

Expenses and Indemnification. The Company shall pay (a) (i) The Company hereby agrees to pay or reimburse the Purchaser and its affiliates for all reasonable and documented or invoiced out-of-pocket expenses (including the reasonable fees and disbursements of legal counsel and investment and other advisors and consultants and expenses) incurred in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, whether incurred before or after the date hereof and whether or not such transactions contemplated hereby are made or effected. Any such amounts shall be paid or reimbursed promptly after invoicing thereof by the Purchaser which invoicing shall be accompanied by supporting detail evidencing such expenses. (b) In addition to the foregoing the Company agrees to indemnify and hold harmless the Purchaser and any of its officers, partners, members, directors, employees and affiliates (direct or indirect) from and against all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever ("Claims") which may be incurred by or asserted against or involve the Purchaser, or any of its officers, partners, members, directors, employees or affiliates (direct or indirect) as a result of any third party claim arising out of the Administrative Agenttransactions contemplated hereby and, upon demand by the Collateral AgentPurchaser or any such officer, each Issuing Bank and each Arranger associated with the syndication partner, member, director, 53 employee or affiliates, pay or reimburse any of the ABL Facility and the preparationPurchaser or such officers, executionpartners, delivery and administration of the ABL Facility Documents (including with respect to field exams and appraisals)members, and (ii) all directors, employees or affiliates for any reasonable and documented or invoiced out-of-pocket expenses of the Administrative Agentlegal or other expenses, the Collateral Agent, each Issuing Bank and each Arranger associated with any amendment or waiver with respect to the ABL Facility Documents (including, without limitation, the reasonable and documented fees, disbursements and other charges of counsel identified hereininternal costs incurred by the Purchaser or its officers, one local counsel in each relevant material jurisdiction andpartners, solely in the case of an actual members, directors, employees or perceived conflict of interest, one additional counsel in each applicable material jurisdiction) and affiliates (b) all reasonable and documented direct or invoiced out-of-pocket expenses of the Administrative Agent, the Collateral Agent, each Issuing Bank, each Arranger and the Lenders (including, without limitation, the reasonable and documented fees, disbursements and other charges of counselindirect) in connection with the enforcement investigation, defending or preparing to defend any such Claim, provided that the foregoing indemnity shall not apply to the extent any Claim arises from any material breach by the Purchaser of this Agreement or the ABL Facility Documents. The Loan Parties will indemnify gross negligence or willful misconduct of an indemnified party. (c) Each person entitled to indemnification under Section 7.1(b) (each an "Indemnified Party") shall give notice to the Administrative Agent, the Collateral Agent, each ArrangerCompany promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Lenders and their respective affiliates, successors and assigns and Company to assume the officers, directors, employees, affiliates, agents, advisors, controlling persons and members of each of the foregoing, and hold them harmless from and against all costs, expenses (including, without limitation, reasonable and documented fees, disbursements and other charges of counsel), losses, claims, damages and liabilities defense of any such Indemnified Person arising out of or relating to any claim or any litigation or other proceedings (regardless of whether any such Indemnified Person is a party thereto or whether such claim, litigation, or other proceeding is brought by a third party or by the Company or any of its affiliates, creditors or shareholders) that relate to the Transactions; provided that no Indemnified Person will be indemnified for its gross negligence, material breach of its funding obligations under the ABL Facility, bad faith or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable decision or for any dispute that is solely among Indemnified Persons and does not arise from any act or omission by the Company or any of its affiliates (other than a dispute involving claims against the Administrative Agent or Collateral Agent in its capacity as suchClaim; provided, further that no counsel for the Company, who shall conduct the defense of such Claim, shall be approved by the Indemnified Person or Party (which approval shall not be unreasonably withheld) and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Indemnified Party and the Company in such action, in which case the reasonable fees and expenses for one such counsel for all Indemnified Parties (and one local counsel) shall be liable for at the expense of the Company), and provided, further, that the failure of any indirectIndemnified Party to give notice as provided herein shall not relieve the Company of its obligations under Section 7.1(b) or this Section 7.1(c) unless the Company is materially prejudiced thereby. The Company may not, specialin the defense of any such Claim, punitive except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or consequential damages (other than delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of any such damages incurred Claim. Each Indemnified Party shall furnish such information regarding itself or paid by an Indemnified Person to a third party)the Claim in question as the Company may reasonably request in writing and as shall be reasonably required in connection with the defense of such Claim.

Expenses and Indemnification. The Company shall pay (a) (i) all reasonable and documented or invoiced out-of-pocket expenses Indemnification by Borrower of the Administrative Agent, Arrangers, the Syndication Agent, the Collateral Documentation Agent, each Issuing Bank and each Arranger associated with the syndication of the ABL Facility and the preparationLenders, execution, delivery and administration of the ABL Facility Documents (including with respect to field exams and appraisals), and (ii) all reasonable and documented or invoiced out-of-pocket expenses of the Administrative Agent, the Collateral Agent, each Issuing Bank and each Arranger associated with any amendment or waiver with respect to the ABL Facility Documents (including, without limitation, the reasonable and documented fees, disbursements and other charges of counsel identified herein, one local counsel in each relevant material jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each applicable material jurisdiction) and (b) all reasonable and documented or invoiced out-of-pocket expenses of the Administrative Agent, the Collateral Agent, each Issuing Bank, each Arranger and the Lenders (includingSwingline Lender, without limitation, the reasonable and documented fees, disbursements and other charges of counsel) in connection with the enforcement of the ABL Facility Documents. The Loan Parties will indemnify the Administrative Agent, the Collateral Agent, each Arranger, and the Lenders and their respective affiliates, successors and assigns assigns, their affiliates and the officers, directors, employees, affiliates, agents, advisors, controlling persons and members of each of the foregoingforegoing (each, and hold them harmless from and against all costs, expenses (including, without limitation, reasonable and documented fees, disbursements and other charges of counsel), losses, claims, damages and liabilities of any such an “Indemnified Person Person”) for matters arising out of or relating to any claim in connection with the Commitment Letter, the Fee Letter, the Transactions, the Facilities or any litigation related transaction or any claim, actions, suits, inquiries, litigation, investigation or other proceedings proceeding (regardless of whether any such Indemnified Person is a party thereto or and regardless of whether such claimmatter is initiated by the Borrower’s or the Target’s equity holders, litigation, creditors or any other proceeding is brought by a third party or by Holdings, the Company Target or any of its their respective affiliates, creditors or shareholders) that relate relates to the Transactions, including the Facilities, the Merger, the Tender Offer or any transactions in connection therewith; provided that no Indemnified Person will be indemnified for its gross negligenceany cost, material breach of its funding obligations under expense or liability (i) to the ABL Facility, bad faith or willful misconduct as extent determined by a court of competent jurisdiction in a final final, non-appealable decision judgment to have resulted from the gross negligence, bad faith or for willful misconduct of such Indemnified Person or any dispute of such Indemnified Person’s controlled or controlling affiliates or any or its or their respective officers, directors, employees, agents, advisors, controlling persons or members (collectively, “Related Persons”), (ii) arising from a material breach of such Indemnified Person’s (or any of its Related Persons) obligations under the Senior Facility Loan Documentation (as determined in a final, non-appealable judgment by a court of competent jurisdiction), or (iii) arising from any claim, actions, suits, inquiries, litigation, investigation or proceeding that is solely among Indemnified Persons and does not arise from any involve an act or omission by of the Company Borrower or any of its affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than a dispute involving claims any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent, Arranger, the Administrative Agent Syndication Agent, the Documentation Agent, the Issuing Bank or Collateral Agent Swingline Bank in its capacity as such; provided). In addition, further that no all reasonable, documented out-of-pocket expenses (including, without limitation, fees, disbursements and other charges of one firm of counsel for all such persons, taken as a whole (and, if necessary, by a single firm of local counsel in each appropriate jurisdiction for all such 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 written consent (not to be unreasonably withheld or delayed), of another firm of counsel (and local counsel, if applicable) for such affected Indemnified Person)) of (x) the Company Agent, Arrangers, the Syndication Agent, the Documentation Agent, the Issuing Bank, the Swingline Lender and the Lenders for the enforcement costs and documentary taxes associated with the Senior Facility and (y) the Agent in connection with the preparation, execution and delivery of any amendment, waiver or modification of the Senior Facility (whether or not such amendment, waiver or modification is approved by the Lenders) will in each case be paid by the Borrower if the Closing Date occurs. Governing Law and Forum: New York. Counsel to Agent and Arrangers: ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Interest Rates: Subject to “Changes in Interest Rate Margins and Commitment Fees” below, the interest rates under the Revolving Facility will be, at the option of the Borrower, Adjusted LIBOR plus the Revolving Facility LIBOR Spread (as defined in the Fee Letter) or ABR plus the Revolving Facility ABR Spread (as defined in the Fee Letter). The Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if agreed to by all relevant Lenders, 12 months or, if agreed to by the Agent, a shorter period) for Adjusted LIBOR borrowings. Calculation of interest shall be liable for on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans determined by reference to the Agent’s Prime Rate (as defined below)) and interest shall be payable at the end of each interest period and, in any indirectevent, special, punitive or consequential damages (other than in respect of any such damages incurred or paid by an Indemnified Person to a third party)at least every three months.