Common use of Indemnification and Expenses Clause in Contracts

Indemnification and Expenses. The Debtors agree, on a joint and several basis, to indemnify, hold harmless and defend the Administrative Agent, the Backstop Parties, the Exit Lenders, their respective affiliates and their respective directors, officers, employees, attorneys, advisors, consultants, agents and other representatives (each, an “Indemnified Person”) from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Exit Facility, the use of the proceeds thereof or any claim, 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, your equity holders, affiliates, creditors or any other person, and to reimburse each Indemnified Person promptly following receipt of a reasonably detailed invoice for any reasonable and documented out-of-pocket legal expenses or other reasonable and documented 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 related expenses (i) to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to arise solely from the willful misconduct or gross negligence of or any material breach of this Commitment Letter or the Restructuring Support Agreement by such Indemnified Person or its controlled affiliates, directors, officers or employees (collectively, the “Related Parties”), (ii) to the extent they arise as a result of any dispute between or among Indemnified Persons that does not involve an act or omission by the Debtors or (iii) such Indemnified Party’s or a Related Party’s breach of its obligations under this Commitment Letter or the Restructuring Support Agreement as determined in the final non-appealable judgment of a court of competent jurisdiction. In addition, the Borrower and the other Debtors shall pay (or cause to be paid) (i) all reasonable, documented and invoiced out-of-pocket fees and expenses of the Administrative Agent and the Backstop Parties (including but not limited to the fees, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) ▇▇▇▇ ▇▇▇▇, as counsel to certain of the Backstop Parties, (c) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Backstop Parties (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) ▇▇▇▇▇▇ & Loeff Luxembourg S.À ▇.▇, as Luxembourg legal counsel, and (3) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as maritime counsel) and (e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., as financial advisor to the Backstop Parties), in each case, in connection with the preparation, due diligence, negotiation, execution, delivery and administration of this Commitment Letter and the other Definitive Financing Documentation or any amendments, modifications, consents, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket fees and expenses (including the out-of-pocket cost of any investigation or preparation) incurred by the Administrative Agent, any other agent under the Definitive Financing Documentation or any Exit Lender in connection with the enforcement or protection of its rights (including but not limited to the fees, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) ▇▇▇▇ ▇▇▇▇, as counsel to certain of the Exit Lenders, (c) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Exit Lenders (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) ▇▇▇▇▇▇ & Loeff Luxembourg S.À ▇.▇, as Luxembourg legal counsel, and (3) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as maritime counsel) and (e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., as financial advisor to the Exit Lenders, pursuant to that certain Engagement Letter dated April 7, 2020). No Indemnified Person shall be liable (whether direct or indirect, in contract, tort or otherwise) to the Borrower, the other Debtors or any of their subsidiaries or any shareholder or creditors of the foregoing for or in connection with the transactions contemplated hereby, except to the extent any such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct. It is further agreed that each Backstop Party shall only have liability to you (as opposed to any other person) and that each Backstop Party shall be liable solely in respect of its own commitment to the Exit Facility on a several, and not joint, basis with any other Backstop Party. None of the Indemnified Persons, the Borrower or other Debtors, or their respective directors, officers, employees, advisors, and agents shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Exit Facility or the transactions contemplated hereby, provided that nothing contained in this sentence shall limit your indemnity obligations to the extent set forth in this Section 5.

Indemnification and Expenses. The Debtors agree, on a joint You agree to (a) indemnify and several basis, to indemnify, hold harmless each Backstop Commitment Party and defend the Administrative Agent, the Backstop Parties, the Exit Lenders, their respective affiliates and their respective and their affiliates’ officers, directors, officers, employees, agents, attorneys, advisorsaccountants, advisors (including investment managers and advisers), consultants, agents representatives, controlling persons, members and other representatives permitted successors and assigns (each, an “Indemnified Person”) from and against any and all losses, claims, damages, expenses liabilities and liabilitiesexpenses, joint or several, several (“Losses”) to which any such Indemnified Person may become subject arising out of or in connection with this Backstop Commitment Letter, the Exit DIP Facility, the Exit Facility the use of the proceeds thereof or any claim, 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, your equity holders, affiliates, creditors or any other person, and to (b) reimburse each Indemnified Person promptly following Backstop Commitment Party from time to time within five (5) Business Days of receipt of their reasonable demand by presentation of a reasonably detailed invoice summary statement for any reasonable and documented out-of-pocket legal expenses or other reasonable and documented out-of-pocket expenses incurred in connection with investigating or defending the Cases, the DIP Facility, the Exit Facility, the enforcement of this Backstop Commitment Letter, the definitive documentation for the DIP Facility, the Exit Facility, and, in each case any of ancillary documents and security arrangements in connection therewith, but no other third-party financial advisors (other than G▇▇▇▇▇▇▇▇ & Co., LLC as financial advisor for the foregoingBackstop Commitment Parties) without your prior written consent; provided provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i) Losses to the extent (a) they are found by in a final, nonappealable judgment of a court of competent jurisdiction to arise solely from the willful misconduct or gross negligence of or any material breach of this Commitment Letter or the Restructuring Support Agreement by such Indemnified Person or its controlled affiliates, directors, officers or employees (collectively, the “Related Parties”), (ii) to the extent they arise as a result of any dispute between or among Indemnified Persons that does not involve an act or omission by the Debtors or (iii) such Indemnified Party’s or a Related Party’s breach of its obligations under this Commitment Letter or the Restructuring Support Agreement as determined in the final non-appealable judgment of a court of competent jurisdiction. In addition, the Borrower and the other Debtors shall pay (or cause jurisdiction to be paid) have resulted from such Indemnified Person’s (i) all reasonablegross negligence, documented and invoiced out-of-pocket fees and expenses bad faith, fraud or willful misconduct or (ii) material breach of the Administrative Agent and the its obligations under this Backstop Parties (including but not limited to the feesCommitment Letter, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, or (b) ▇▇▇▇ ▇▇▇▇, as counsel they relate to certain a dispute solely among Indemnified Persons and not arising out of any act or omission of the Backstop Parties, (c) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Backstop Parties (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) ▇▇▇▇▇▇ & Loeff Luxembourg S.À ▇.▇, as Luxembourg legal counsel, and (3) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as maritime counsel) and (e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., as financial advisor to the Backstop Parties), in each case, in connection with the preparation, due diligence, negotiation, execution, delivery and administration of this Commitment Letter and the other Definitive Financing Documentation or any amendments, modifications, consents, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket fees and expenses (including the out-of-pocket cost of any investigation or preparation) incurred by the Administrative Agent, any other agent under the Definitive Financing Documentation or any Exit Lender in connection with the enforcement or protection of its rights (including but not limited to the fees, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) ▇▇▇▇ ▇▇▇▇, as counsel to certain of the Exit Lenders, (c) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Exit Lenders (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) ▇▇▇▇▇▇ & Loeff Luxembourg S.À ▇.▇, as Luxembourg legal counsel, and (3) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as maritime counsel) and (e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., as financial advisor to the Exit Lenders, pursuant to that certain Engagement Letter dated April 7, 2020). No Indemnified Person shall be liable (whether direct or indirect, in contract, tort or otherwise) to the Borrower, the other Debtors or any of their respective subsidiaries (other than any claim, litigation, investigation or any shareholder or creditors of proceeding against the foregoing for Administrative Agent in its capacity or in connection with the transactions contemplated hereby, except to the extent any such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct. It is further agreed that each Backstop Party shall only have liability to you (fulfilling its role as opposed to any other person) and that each Backstop Party shall be liable solely in respect of its own commitment to the Exit Facility on a several, and not joint, basis with any other Backstop Partysuch). None of the Indemnified Personsyou, the Borrower or other Debtors, any of your or their respective directorssubsidiaries, officers, employees, advisors, and agents shall we nor any other Indemnified Person will be responsible or liable to one another for any indirect, special, punitive or consequential damages which may be alleged as a result of or arising out of, or in connection with any way related to, the DIP Facility, the Exit Facility, the enforcement of this Backstop Commitment Letter, the Exit definitive documentation for the DIP Facility or the transactions contemplated herebyExit Facility, or any ancillary documents and security arrangements in connection therewith; provided that nothing contained in this sentence shall limit your indemnity and reimbursement obligations to the extent set forth in under this Section 56 shall not be limited by this sentence.

Indemnification and Expenses. The Debtors agree, on a joint and several basis, You agree to indemnify, hold harmless and defend the Administrative DIP Agent, the Backstop Parties, the Exit DIP Lenders, their respective affiliates and their respective directors, officers, employees, attorneys, advisors, consultants, agents and other representatives (each, an “Indemnified Person”) from and against any and all losses, claims, damages, expenses and liabilities, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Exit DIP Facility, the use of the proceeds thereof or any claim, 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, your equity holders, affiliates, creditors or any other person, and to reimburse each Indemnified Person promptly following receipt of a reasonably detailed invoice upon demand for any reasonable and documented out-of-pocket legal expenses or other reasonable and documented out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing; foregoing (but limited in the case of legal counsel to a single counsel and one local counsel in each applicable jurisdiction (and, in the case of any actual or perceived conflict of interest, where the Indemnified Person notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional counsel for such affected Indemnified Persons)), but subject to the limitations in the next sentence, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i) to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to arise solely from the willful misconduct misconduct, bad faith or gross negligence of of, or any a material breach of this Commitment Letter or the Restructuring Support Agreement by by, such Indemnified Person or its controlled control affiliates, directors, officers or employees (collectively, the “Related Parties”), ) or (ii) to the extent they arise as a result of any dispute between or among Indemnified Persons that does not involve an act or omission by the Debtors Borrower or its subsidiaries, except that the DIP Agent shall be indemnified as such to the extent none of the exceptions set forth in clause (iiii) applies to such Indemnified Party’s or a Related Party’s breach of its obligations under this Commitment Letter or the Restructuring Support Agreement as determined in the final non-appealable judgment of a court of competent jurisdictionperson at such time. In addition, (a) all out-of-pocket expenses (including, without limitation, reasonable and documented fees, disbursements and other charges of outside counsel and financial advisors) of the DIP Agent and the Backstop Parties whether accrued on, prior to or after the Closing Date, in connection with the Cases, the DIP Facility and the transactions contemplated thereby shall be paid by the Borrower and the other Debtors shall pay from time to time, whether or not the Closing Date occurs and (or cause to be paid) (ib) all reasonable, documented and invoiced out-of-pocket expenses (including, without limitation, fees, disbursements and other charges of outside counsel and financial advisors) of the DIP Agent and the DIP Lenders, for enforcement costs and documentary taxes associated with the DIP Facility and the transactions contemplated thereby will be paid by the Borrower and the other Debtors. Notwithstanding the foregoing, (a) in the case of clause (a) in the foregoing sentence, in no event shall the DIP Agent and the DIP Lenders collectively be entitled to reimbursement of costs and expenses of more than one primary counsel, one local counsel in each jurisdiction, reasonably necessary special counsel and one financial advisor (which shall be limited to the fees and expenses of the Administrative Agent and the Backstop Parties FTI Consulting, Inc. (including but not limited “FTI”) pursuant to the fees, charges engagement letter between FTI and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) ▇▇▇▇ ▇▇▇▇, as counsel to certain of the Backstop Parties, (c) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Backstop Parties (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) ▇▇▇▇▇▇ & Loeff Luxembourg S.À , ▇.▇▇▇▇▇▇, as Luxembourg legal counsel, and (3) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPLLP dated January 7, as maritime counsel2019) and (eb) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capitalin the case of clause (b) in the foregoing sentence, Inc., as financial advisor to in no event shall (i) the Backstop Parties)DIP Agent and (ii) the DIP Lenders, in each case, in connection with be entitled to the preparation, due diligence, negotiation, execution, delivery and administration reimbursement of this Commitment Letter and the other Definitive Financing Documentation or any amendments, modifications, consents, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket fees costs and expenses (including the out-of-pocket cost of any investigation or preparation) incurred by the Administrative Agentmore than one primary counsel, any other agent under the Definitive Financing Documentation or any Exit Lender in connection with the enforcement or protection of its rights (including but not limited to the fees, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) ▇▇▇▇ ▇▇▇▇, as counsel to certain of the Exit Lenders, (c) one local counsel in each relevant jurisdiction jurisdiction, one financial advisor and any other special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Exit Lenders (including, but not limited to (1) Walkersadvisors, as Cayman legal counsel, (2) ▇▇▇▇▇▇ & Loeff Luxembourg S.À ▇.▇, as Luxembourg legal counsel, and (3) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as maritime counsel) and (e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., as financial advisor to the Exit Lenders, pursuant to that certain Engagement Letter dated April 7, 2020)needed. No Indemnified Person shall be liable (whether direct or indirect, in contract, tort or otherwise) to the Borrower, the other Debtors or any of their subsidiaries or any shareholder or creditors of the foregoing for or in connection with the transactions contemplated hereby, except to the extent any such liability is found in a final, non-appealable nonappealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct. It is further agreed that each Backstop Party shall only have liability to you (as opposed to any other person) and that each Backstop Party shall be liable solely in respect of its own commitment to the Exit DIP Facility on a several, and not joint, basis with any other Backstop Party. None of the Indemnified Persons, the Borrower or other Debtors, or their respective directors, officers, employees, advisors, and agents shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Exit DIP Facility or the transactions contemplated hereby, provided that nothing contained in this sentence shall limit your indemnity obligations to the extent set forth in this Section 5.

Indemnification and Expenses. The Debtors agree, on a joint You agree (a) to indemnify and several basis, to indemnify, hold harmless and defend the Administrative AgentVAC, the Backstop Parties, the Exit Lenders, their respective its affiliates and their respective directorspartners, officers, directors, employees, attorneys, advisors, consultants, advisors and agents and other representatives (each, each an “Indemnified Person”) from and against any and all losses, claims, damages, expenses damages and liabilities, joint or several, liabilities to which any such Indemnified Person may become subject arising out of or in connection with this Commitment LetterLetter Agreement, the Exit FacilityMerger Agreement, the Financing, the use of the proceeds thereof or any related transaction or any claim, 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, your equity holders, affiliates, creditors or any other person, and to reimburse each Indemnified Person promptly following receipt of a reasonably detailed invoice upon demand for any reasonable and documented out-of-pocket legal expenses or other reasonable and documented 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 Purchaser shall not be responsible for losses, claims, damages, damages or liabilities that arise out of acts or related expenses (i) to the extent they omissions of an Indemnified Person that are found taken in bad faith or constitute gross negligence or willful misconduct as determined by a final, nonappealable judgment of a court of competent jurisdiction to arise solely from the willful misconduct or gross negligence of or any material breach of this Commitment Letter or the Restructuring Support Agreement by such Indemnified Person or its controlled affiliates, directors, officers or employees (collectively, the “Related Parties”), (ii) to the extent they arise as a result of any dispute between or among Indemnified Persons that does not involve an act or omission by the Debtors or (iii) such Indemnified Party’s or a Related Party’s breach of its obligations under this Commitment Letter or the Restructuring Support Agreement as determined in the final non-appealable judgment of a court of competent jurisdiction. In additionorder; and (b) if the Financing is provided, the Borrower to reimburse VAC and the other Debtors shall pay (or cause to be paid) (i) its affiliates on demand for all reasonable, documented and invoiced out-of-pocket fees and reasonable expenses of the Administrative Agent and the Backstop Parties (including but not limited to the due diligence expenses, travel expenses, and reasonable fees, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) ▇▇▇▇ ▇▇▇▇, as counsel to certain of the Backstop Parties, (c) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Backstop Parties (including, but not limited to (1) Walkers, as Cayman legal counsel, (2accountants and other professionals) ▇▇▇▇▇▇ & Loeff Luxembourg S.À ▇.▇, as Luxembourg legal counsel, and (3) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as maritime counsel) and (e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., as financial advisor to the Backstop Parties), in each case, incurred by or on behalf of VAC in connection with the preparation, due diligence, negotiation, execution, delivery Financing and administration of any related documentation (including this Commitment Letter Agreement and the other Definitive Financing Documentation Merger Agreement) or the administration, amendment, modification or waiver thereof. You also agree that if any amendments, modifications, consents, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket fees and expenses (including the out-of-pocket cost of any investigation or preparation) incurred indemnification sought by the Administrative Agent, any other agent under the Definitive Financing Documentation or any Exit Lender in connection with the enforcement or protection of its rights (including but not limited to the fees, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) ▇▇▇▇ ▇▇▇▇, as counsel to certain of the Exit Lenders, (c) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Exit Lenders (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) ▇▇▇▇▇▇ & Loeff Luxembourg S.À ▇.▇, as Luxembourg legal counsel, and (3) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as maritime counsel) and (e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., as financial advisor to the Exit Lenders, an Indemnified Person pursuant to that certain Engagement this Letter dated April 7, 2020). No Indemnified Person shall be liable (whether direct or indirect, in contract, tort or otherwise) to the Borrower, the other Debtors or Agreement is for any of their subsidiaries or any shareholder or creditors of the foregoing for or in connection with the transactions contemplated hereby, except to the extent any such liability is found in a final, non-appealable judgment reason held by a court to be unavailable, then you and we will contribute to the losses, claims, liabilities, damages and expenses for which such indemnification is held unavailable in such proportion as is appropriate to reflect the relative benefits received by you on the one hand and by us on the other hand from the actual or proposed transactions giving rise to or contemplated by this Letter Agreement, and also the relative fault of competent jurisdiction to have resulted solely from such you, on the one hand, and of us and the Indemnified Person’s gross negligence or willful misconduct. It is further agreed that each Backstop Party shall only have liability to you (as opposed to any other person) and that each Backstop Party shall be liable solely in respect of its own commitment to , on the Exit Facility on a several, and not joint, basis with any other Backstop Party. None of the Indemnified Persons, the Borrower or other Debtors, or their respective directors, officers, employees, advisors, and agents shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Exit Facility or the transactions contemplated hereby, provided that nothing contained in this sentence shall limit your indemnity obligations to the extent set forth in this Section 5other.

Indemnification and Expenses. The Debtors agree, on a joint Company agrees to (a) indemnify and several basis, to indemnify, hold harmless and defend the Administrative Agenteach Backstop Party, the Backstop Partiesin each case, the Exit Lendersin their capacity as such, their respective affiliates Related Parties and their respective directors, officers, employees, attorneys, advisors, consultants, agents permitted successors and other representatives assigns (each, an “Indemnified Person”) from and against any and all losses, claims, damages, expenses liabilities and liabilitiesexpenses, joint or several, to which several (“Losses”) that may be incurred by or asserted or awarded against any such Indemnified Person may become subject arising out of or in connection with this Commitment LetterAgreement, the Exit FacilityTransactions, the use of the proceeds thereof or any claim, 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, your equity holders, affiliates, creditors or any other person, and to (b) reimburse each Indemnified Person promptly following Backstop Party in their capacity as such from time to time upon receipt of their reasonable demand by presentation of a reasonably detailed invoice summary statement, for any reasonable and documented out-of-pocket legal expenses or other reasonable and documented out-of-pocket expenses incurred in connection with investigating or defending any the enforcement of this Agreement, the foregoingTSA and the Exchange and Offering Documents; provided provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i) Losses to the extent (a) they are found by in a final, nonappealable judgment of a court of competent jurisdiction to arise solely from the willful misconduct or gross negligence of or any material breach of this Commitment Letter or the Restructuring Support Agreement by such Indemnified Person or its controlled affiliates, directors, officers or employees (collectively, the “Related Parties”), (ii) to the extent they arise as a result of any dispute between or among Indemnified Persons that does not involve an act or omission by the Debtors or (iii) such Indemnified Party’s or a Related Party’s breach of its obligations under this Commitment Letter or the Restructuring Support Agreement as determined in the final non-appealable judgment of a court of competent jurisdiction. In addition, the Borrower and the other Debtors shall pay (or cause to be paid) (i) all reasonable, documented and invoiced out-of-pocket fees and expenses of the Administrative Agent and the Backstop Parties (including but not limited to the fees, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) ▇▇▇▇ ▇▇▇▇, as counsel to certain of the Backstop Parties, (c) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Backstop Parties (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) ▇▇▇▇▇▇ & Loeff Luxembourg S.À ▇.▇, as Luxembourg legal counsel, and (3) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as maritime counsel) and (e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., as financial advisor to the Backstop Parties), in each case, in connection with the preparation, due diligence, negotiation, execution, delivery and administration of this Commitment Letter and the other Definitive Financing Documentation or any amendments, modifications, consents, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket fees and expenses (including the out-of-pocket cost of any investigation or preparation) incurred by the Administrative Agent, any other agent under the Definitive Financing Documentation or any Exit Lender in connection with the enforcement or protection of its rights (including but not limited to the fees, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) ▇▇▇▇ ▇▇▇▇, as counsel to certain of the Exit Lenders, (c) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Exit Lenders (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) ▇▇▇▇▇▇ & Loeff Luxembourg S.À ▇.▇, as Luxembourg legal counsel, and (3) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as maritime counsel) and (e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., as financial advisor to the Exit Lenders, pursuant to that certain Engagement Letter dated April 7, 2020). No Indemnified Person shall be liable (whether direct or indirect, in contract, tort or otherwise) to the Borrower, the other Debtors or any of their subsidiaries or any shareholder or creditors of the foregoing for or in connection with the transactions contemplated hereby, except to the extent any such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence negligence, willful misconduct or willful misconduct. It is further agreed that each fraud, (b) they relate to a dispute solely among Indemnified Persons and not arising out of any act or omission of the Company or any of its Subsidiaries or other Affiliates or (c) they apply to a Defaulting Backstop Party shall only have liability or its Related Parties related to you (as opposed to any other person) and that each a Backstop Party shall be liable solely in respect of Default by such Defaulting Backstop Party or its own commitment to the Exit Facility on a several, and not joint, basis with any other Backstop PartyRelated Parties. None of the Company or its Subsidiaries need pay for any settlement or provide any indemnification for any other Losses associated therewith to the extent such settlement is made without its consent. None of the Company, any Backstop Party, any Indemnified Persons, the Borrower or other Debtors, or Person nor any of their respective directors, officers, employees, advisors, and agents shall Related Parties will be responsible or liable to one another for any indirect, special, punitive or consequential damages which may be alleged as a result of or arising out of, or in any way related to, the New First Lien Notes, the enforcement of this Agreement, the Exchange and Offering Documents, or any ancillary documents and security arrangements in connection with this Commitment Letter, the Exit Facility or the transactions contemplated hereby, therewith; provided that nothing contained in this sentence shall limit your the indemnity and reimbursement obligations to the extent set forth in under this Section 59.5 shall not be limited by this sentence.

Indemnification and Expenses. The Debtors agree, on a joint You agree (a) to indemnify and several basis, to indemnify, hold harmless and defend the Administrative Agenteach Commitment Party, the Backstop Parties, the Exit Lenders, their respective its affiliates and their controlling persons and the respective directors, officers, employees, attorneyspartners, advisors, consultants, agents and other representatives of each of the foregoing and their respective successors (each, an “Indemnified Personindemnified person”) from and against any and all actual losses, claims, damages, expenses liabilities and liabilitiesexpenses, joint or several, to which any such Indemnified Person indemnified person may become subject arising out of or in connection with this Commitment Letter, the Exit Facility, transactions contemplated hereby or the contemplated use of the proceeds thereof or any claim, litigation, investigation or proceeding (a “Proceeding”) relating to any of the foregoing, regardless of whether any Indemnified Person indemnified person is a party thereto, thereto or whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each Indemnified Person promptly following receipt indemnified person within thirty days of a reasonably detailed invoice written demand (together with reasonable backup documentation) for any reasonable reasonable, documented and documented out-of-pocket legal expenses or other reasonable and documented invoiced out-of-pocket expenses incurred in connection with investigating or defending any of the foregoingforegoing (but limited, in the case of legal fees and expenses, to (a) one firm of counsel for Centerbridge Partners, L.P. and D▇▇▇▇▇ Capital Partners, LLC and their respective indemnified persons taken as a whole and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction (which may be a single firm for multiple jurisdictions) for all such Commitment Parties and indemnified persons taken as a whole (and, in the case of an actual or reasonably perceived conflict of interest where the indemnified person(s) affected by such conflict informs you of such conflict and retains their own counsel, of another firm of counsel for all such affected indemnified person(s) taken as a whole) and (b) one firm of counsel for all other Commitment Parties and their respective indemnified persons taken as a whole and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction (which may be a single firm for multiple jurisdictions) for all such Commitment Parties and indemnified persons taken as a whole (and, in the case of an actual or reasonably perceived conflict of interest where the indemnified person(s) affected by such conflict informs you of such conflict and retains their own counsel, of another firm of counsel for all such affected indemnified person(s) taken as a whole)); provided provided, that the foregoing indemnity will not, as to any Indemnified Personindemnified person, apply to (A) losses, claims, damages, liabilities or related expenses (i) to the extent they are found by in a final, nonappealable judgment of a court of competent jurisdiction to arise solely from the willful misconduct or gross negligence of or any material breach of this Commitment Letter or the Restructuring Support Agreement by such Indemnified Person or its controlled affiliates, directors, officers or employees (collectively, the “Related Parties”), (ii) to the extent they arise as a result of any dispute between or among Indemnified Persons that does not involve an act or omission by the Debtors or (iii) such Indemnified Party’s or a Related Party’s breach of its obligations under this Commitment Letter or the Restructuring Support Agreement as determined in the final non-appealable judgment of a court of competent jurisdiction. In additionjurisdiction to have resulted from (x) the willful misconduct, the Borrower and the other Debtors shall pay bad faith or gross negligence of such indemnified person (or cause its Related Persons (as defined below)) or (y) a material breach of the obligations of such indemnified person or any of its Related Parties under this Commitment Letter or the HIL Facility or (B) any settlement entered into by such indemnified person (or any of such indemnified person’s Related Persons) without your prior written consent (such consent not to be paidunreasonably withheld, delayed or conditioned); provided, further, 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 and any settlement entered into with your prior written consent, and (b) (i) only if the Closing Date occurs, to reimburse each Commitment Party for all reasonable, documented and invoiced out-of-pocket fees and expenses of the Administrative Agent and the Backstop Parties (including including, but not limited to the to, reasonable, documented and invoiced out-of-pocket due diligence expenses, and reasonable, documented and invoiced out-of-pocket fees, charges and disbursements of (ax) counsel for the Administrative Agent and its affiliates, (b) ▇▇▇▇ ▇▇▇▇, as one outside counsel to certain of the Backstop PartiesCenterbridge Partners, (c) local counsel in each relevant jurisdiction L.P. and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Backstop Parties (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) ▇D▇▇▇▇▇ & Loeff Luxembourg S.À ▇.▇Capital Partners, LLC (taken as Luxembourg legal counsela whole) and to the extent reasonably necessary, and one local counsel in each appropriate jurisdiction for all such Commitment Parties (3) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, taken as maritime counsela whole) and (ey) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., one outside counsel to all other Commitment Parties (taken as financial advisor a whole) and to the Backstop Partiesextent reasonably necessary, one local counsel in each appropriate jurisdiction for all such Commitment Parties (taken as a whole)), in each case, incurred in connection with the preparation, due diligence, negotiation, execution, delivery HIL Facility and administration of any related documentation (including this Commitment Letter and the other Definitive Financing Documentation or any amendments, modifications, consents, or waivers of HIL Facility Documents) on the provisions hereof or thereof Closing Date (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket fees and expenses (including the out-of-pocket cost of any investigation or preparation) incurred by the Administrative Agent, any other agent under the Definitive Financing Documentation or any Exit Lender in connection with the enforcement or protection of its rights (including but not limited to the fees, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) ▇▇▇▇ ▇▇▇▇, as counsel to certain of the Exit Lenders, (c) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Exit Lenders (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) ▇▇▇▇▇▇ & Loeff Luxembourg S.À ▇.▇, as Luxembourg legal counsel, and (3) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as maritime counsel) and (e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., as financial advisor to the Exit Lenders, pursuant to that certain Engagement Letter dated April 7, 2020). No Indemnified Person shall be liable (whether direct or indirect, in contract, tort or otherwise) to the Borrower, the other Debtors or any of their subsidiaries or any shareholder or creditors of the foregoing for or in connection with the transactions contemplated hereby, except only to the extent any such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct. It is further agreed that each Backstop Party shall only have liability to you (as opposed to any other person) and that each Backstop Party shall be liable solely in respect of its own commitment to the Exit Facility on a several, and not joint, basis with any other Backstop Partysame occurs). None of the Indemnified Persons, indemnified persons or you or any of your affiliates or the Borrower or other Debtors, or their respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Exit HIL Facility or the transactions contemplated hereby, ; provided that nothing contained in this sentence shall limit your indemnity indemnification and reimbursement obligations to the extent expressly set forth herein. For purposes hereof, a “Related Person” of any indemnified person means (1) its affiliates and controlling persons, (2) the respective directors, officers, employees or partners of such indemnified person or any of its controlling person or controlled affiliates and (3) the respective advisors, agents and other representatives of such indemnified person or any of its controlling person or controlled affiliates, in the case of this Section 5clause (3), acting at the instructions of such indemnified person. Without the prior written consent of any indemnified person (which consent shall not be unreasonably withheld or delayed) (it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i) and (ii) of this sentence shall be deemed reasonable), you shall not effectuate 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 (i) includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any indemnified person.

Indemnification and Expenses. The Debtors agree, on a joint You agree to (a) indemnify and several basis, to indemnify, hold harmless each Backstop Commitment Party and defend the Administrative Agent, the Backstop Parties, the Exit Lenders, their respective affiliates and their respective and their affiliates’ officers, directors, officers, employees, agents, attorneys, advisorsaccountants, advisors (including investment managers and advisers), consultants, agents representatives, controlling persons, members and other representatives permitted successors and assigns (each, an “Indemnified Person”) from and against any and all losses, claims, damages, expenses liabilities and liabilitiesexpenses, joint or several, several (“Losses”) to which any such Indemnified Person may become subject arising out of or in connection with this Backstop Commitment Letter, the Exit DIP Facility, the Exit Facility the use of the proceeds thereof or any claim, 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, your equity holders, affiliates, creditors or any other person, and to (b) reimburse each Indemnified Person promptly following Backstop Commitment Party from time to time within five (5) Business Days of receipt of their reasonable demand by presentation of a reasonably detailed invoice summary statement for any reasonable and documented out-of-pocket legal expenses or other reasonable and documented out-of-pocket expenses incurred in connection with investigating or defending the Cases, the DIP Facility, the Exit Facility, the enforcement of this Backstop Commitment Letter, the definitive documentation for the DIP Facility, the Exit Facility, and, in each case any of ancillary documents and security arrangements in connection therewith, but no other third-party financial advisors (other than ▇▇▇▇▇▇▇▇▇ & Co., LLC as financial advisor for the foregoingBackstop Commitment Parties) without your prior written consent; provided provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i) Losses to the extent (a) they are found by in a final, nonappealable judgment of a court of competent jurisdiction to arise solely from the willful misconduct or gross negligence of or any material breach of this Commitment Letter or the Restructuring Support Agreement by such Indemnified Person or its controlled affiliates, directors, officers or employees (collectively, the “Related Parties”), (ii) to the extent they arise as a result of any dispute between or among Indemnified Persons that does not involve an act or omission by the Debtors or (iii) such Indemnified Party’s or a Related Party’s breach of its obligations under this Commitment Letter or the Restructuring Support Agreement as determined in the final non-appealable judgment of a court of competent jurisdiction. In addition, the Borrower and the other Debtors shall pay (or cause jurisdiction to be paid) have resulted from such Indemnified Person’s (i) all reasonablegross negligence, documented and invoiced out-of-pocket fees and expenses bad faith, fraud or willful misconduct or (ii) material breach of the Administrative Agent and the its obligations under this Backstop Parties (including but not limited to the feesCommitment Letter, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, or (b) ▇▇▇▇ ▇▇▇▇, as counsel they relate to certain a dispute solely among Indemnified Persons and not arising out of any act or omission of the Backstop Parties, (c) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Backstop Parties (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) ▇▇▇▇▇▇ & Loeff Luxembourg S.À ▇.▇, as Luxembourg legal counsel, and (3) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as maritime counsel) and (e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., as financial advisor to the Backstop Parties), in each case, in connection with the preparation, due diligence, negotiation, execution, delivery and administration of this Commitment Letter and the other Definitive Financing Documentation or any amendments, modifications, consents, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket fees and expenses (including the out-of-pocket cost of any investigation or preparation) incurred by the Administrative Agent, any other agent under the Definitive Financing Documentation or any Exit Lender in connection with the enforcement or protection of its rights (including but not limited to the fees, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) ▇▇▇▇ ▇▇▇▇, as counsel to certain of the Exit Lenders, (c) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Exit Lenders (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) ▇▇▇▇▇▇ & Loeff Luxembourg S.À ▇.▇, as Luxembourg legal counsel, and (3) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as maritime counsel) and (e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., as financial advisor to the Exit Lenders, pursuant to that certain Engagement Letter dated April 7, 2020). No Indemnified Person shall be liable (whether direct or indirect, in contract, tort or otherwise) to the Borrower, the other Debtors or any of their respective subsidiaries (other than any claim, litigation, investigation or any shareholder or creditors of proceeding against the foregoing for Administrative Agent in its capacity or in connection with the transactions contemplated hereby, except to the extent any such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct. It is further agreed that each Backstop Party shall only have liability to you (fulfilling its role as opposed to any other person) and that each Backstop Party shall be liable solely in respect of its own commitment to the Exit Facility on a several, and not joint, basis with any other Backstop Partysuch). None of the Indemnified Personsyou, the Borrower or other Debtors, any of your or their respective directorssubsidiaries, officers, employees, advisors, and agents shall we nor any other Indemnified Person will be responsible or liable to one another for any indirect, special, punitive or consequential damages which may be alleged as a result of or arising out of, or in connection with any way related to, the DIP Facility, the Exit Facility, the enforcement of this Backstop Commitment Letter, the Exit definitive documentation for the DIP Facility or the transactions contemplated herebyExit Facility, or any ancillary documents and security arrangements in connection therewith; provided that nothing contained in this sentence shall limit your indemnity and reimbursement obligations to the extent set forth in under this Section 56 shall not be limited by this sentence.

Indemnification and Expenses. The Debtors agree, on a joint You agree (a) to indemnify and several basis, to indemnify, hold harmless and defend the Administrative AgentInitial Lenders, the Backstop Parties, Lead Arranger and any other arrangers or agents in respect of the Exit LendersRevolving Facility appointed pursuant to this Commitment Letter, their respective affiliates and their respective directors, officers, employees, attorneys, advisors, consultants, agents and other representatives (each, an “Indemnified Personindemnified person”) from and against any and all losses, claims, damages, expenses damages and liabilities, joint or several, liabilities to which any such Indemnified Person indemnified person may become subject arising out of or in connection with this Commitment Letter, the Exit Fee Letter, the Revolving Facility, the use of the proceeds thereof thereof, or the Transactions or any claim, litigation, investigation or proceeding (a “Proceeding”) relating to any of the foregoingforegoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any Indemnified Person indemnified person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each Indemnified Person promptly following receipt of a reasonably detailed invoice indemnified person upon written demand with customary backup documentation for any reasonable and documented out-of-pocket legal expenses or other reasonable and documented out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing; foregoing (limited, in the case of counsel, to the reasonably and documented out-of-pocket fees, disbursements and other charges of a single outside counsel to all indemnified persons, taken as a whole, including (if necessary) one local counsel in each relevant jurisdiction and solely in the event of a conflict of interest, one additional counsel (and if necessary, one local counsel in each relevant jurisdiction) to each group of similarly situated affected indemnified persons), provided that the foregoing indemnity will not, as to any Indemnified Personindemnified person, apply (i) to losses, claims, damages, liabilities or related expenses (i) to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to arise solely or result from the willful misconduct misconduct, bad faith or gross negligence of or any material breach of this Commitment Letter or the Restructuring Support Agreement by such Indemnified Person indemnified person or its controlled affiliates, directors, officers or employees employees, advisors or agents (collectively, the “Related Parties”), (ii) to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to arise as or result from a result of any dispute between or among Indemnified Persons that does not involve an act or omission by the Debtors or (iii) such Indemnified Party’s or a Related Party’s material breach of its the obligations of such indemnified person or affiliate of such indemnified person under this Commitment Letter or the Restructuring Support Agreement Revolving Facility or (iii) to the extent arising from any dispute solely among indemnified persons (other than a Proceeding against any indemnified person in its capacity or in fulfilling its role as determined the Lead Arranger, administrative agent, collateral agent, bookrunner, lender, letter of credit issuer or any other similar role in the final non-appealable judgment of a court of competent jurisdiction. In additionconnection with this Commitment Letter, the Borrower and Fee Letter, the other Debtors shall pay (Revolving Facility or cause to be paid) (i) all reasonable, documented and invoiced out-of-pocket fees and expenses the use of the Administrative Agent proceeds thereof) not arising out of any act or omission on the part of you or your affiliates; and the Backstop Parties (including but not limited to the fees, charges and disbursements of (a) counsel for the Administrative Agent and its affiliates, (b) ▇▇▇▇ ▇▇▇▇regardless of whether the Conversion Date occurs, as counsel to certain of the Backstop Parties, (c) local counsel in reimburse each relevant jurisdiction Initial Lender and any special counsel deemed necessary or appropriate by the Administrative Agent, (d) local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Backstop Parties (including, but not limited to (1) Walkers, as Cayman legal counsel, (2) ▇▇▇▇▇▇ & Loeff Luxembourg S.À ▇.▇, as Luxembourg legal counsel, and (3) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as maritime counsel) and (e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., as financial advisor to the Backstop Parties), in each case, in connection with the preparation, due diligence, negotiation, execution, delivery and administration of this Commitment Letter and the other Definitive Financing Documentation or any amendments, modifications, consents, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) its affiliates for all reasonable and documented out-of-pocket fees and expenses (including the out-of-pocket cost of any investigation or preparation) incurred by the Administrative Agentincluding, any other agent under the Definitive Financing Documentation or any Exit Lender in connection with the enforcement or protection of its rights (including but not limited to without limitation, due diligence expenses, syndication expenses, financial advisor’s fees, consultant’s fees, travel expenses, and the fees, charges and disbursements of a single outside counsel) incurred in connection with the Revolving Facility and any related documentation (aincluding this Commitment Letter, the Fee Letter and the definitive financing documentation in connection with the Revolving Facility) counsel for or the Administrative Agent administration, amendment, modification or waiver thereof (limited, in the case of counsel, to the reasonable and its affiliatesdocumented out-of-pocket fees, (b) ▇▇▇▇ ▇▇▇▇, as disbursements and other charges of a single outside counsel to certain of the Exit Lendersindemnified persons, including (cif necessary) one local counsel in each relevant jurisdiction and any special solely in the event of a conflict of interest, one additional counsel deemed necessary or appropriate by the Administrative Agent(and if necessary, (d) one local counsel in each relevant jurisdiction and any special counsel deemed necessary or appropriate by the Exit Lenders (including, but not limited jurisdiction) to (1) Walkers, as Cayman legal counsel, (2) ▇▇▇▇▇▇ & Loeff Luxembourg S.À ▇.▇, as Luxembourg legal counsel, and (3) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as maritime counsel) and (e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., as financial advisor to the Exit Lenders, pursuant to that certain Engagement Letter dated April 7, 2020each group of similarly situated affected persons). No Indemnified Person indemnified person shall be liable (whether direct for any damages arising from the use by others of the Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an Electronic Platform or otherwise via the internet, or for any special, indirect, consequential or punitive damages in contractconnection with the Revolving Facility, tort or otherwise) to the Borrower, the other Debtors or any of their subsidiaries or any shareholder or creditors of the foregoing for or in connection with its activities related to the transactions contemplated herebyRevolving Facility, except and you agree, to the extent permitted by applicable law, not to assert any such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct. It is further agreed that each Backstop Party shall only have liability to you (as opposed to claims against any other person) and that each Backstop Party shall be liable solely in indemnified person with respect of its own commitment to the Exit Facility on a several, and not joint, basis with any other Backstop Partyforegoing. None of the Indemnified Persons, the Borrower indemnified persons or other Debtors, you or any of your or their respective directors, officers, employees, advisors, and agents Related Parties shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Exit Facility Fee Letter, the Revolving Facility, or the transactions contemplated hereby, provided that nothing contained in this sentence shall limit your indemnity obligations to the extent set forth in this Section 56. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless such settlement (x) includes a full and unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (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 or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to comply with your obligations under the preceding sentence may cause irreparable harm to JPMorgan, any other Initial Lender, the Lead Arranger and the other indemnified persons.