Common use of Indemnification and Related Matters Clause in Contracts

Indemnification and Related Matters. (a) The Debtors agree to indemnify and hold each of the Backstop Term Lenders (and, in addition to the Backstop Term Lenders, where a Backstop Term Lender is an investment manager or advisor for a beneficial holder, such beneficial holder), and each of their respective affiliates, and each of their and their affiliates’ respective officers, directors, fiduciaries, employees, agents, advisors, attorneys, and representatives, and the successors, heirs, and assigns of such Backstop Term Lender (and, in addition to the Backstop Term Lenders, where a Backstop Term Lender is an investment manager or advisor for a beneficial holder, such beneficial holder) and their affiliates (each such Backstop Term Lender and other person, an “Indemnified Person”) harmless against any and all losses, claims, damages, liabilities and/or reasonable and documented out-of-pocket expenses (limited, in the case of legal fees and expenses, to (x) the reasonable and documented out-of-pocket fees and expenses of one firm of counsel to all Indemnified Persons, taken as a whole, (y) to the extent reasonably necessary, to the reasonable and documented out-of-pocket fees and expenses of one local counsel to all Indemnified Persons, taken as a whole, and (z) one conflicts counsel to all affected Indemnified Persons, taken as a whole) to any such Indemnified Person in connection with the transactions contemplated by this Commitment Letter or as a result of either this arrangement or any matter referred to in the Commitment Letter (whether or not such losses, claims, damages, or liabilities result from an investigation, litigation, claim, or proceeding that is brought by you, your equity holders, or creditors or an Indemnified Person and whether or not any such Indemnified Person is otherwise a party thereto), except to the extent that such loss, claim, damage, liability or expense has been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the bad faith or willful misconduct of such Indemnified Person or its related Indemnified Persons in performing the services that are the subject of the Commitment Letter, (ii) a material breach of the obligations of such Indemnified Person or its related Indemnified Persons under this Commitment Letter or (iii) claims between or among the Backstop Term Lenders. The foregoing obligations will be included in the DIP Facility as superpriority obligations. (b) The indemnity obligations of the Debtors under this Section 6 will be in addition to any liability which the Debtors may otherwise have to any Indemnified Person, will be binding upon any successors, assigns, heirs, or personal representatives of the Debtors, and will inure to the benefit of any successors, assigns, heirs, or personal representatives of any Indemnified Person. (c) The provisions of this Section 5 will survive any termination or completion of the arrangement provided by the Commitment Letter and the occurrence of the effective date of any plan of reorganization and any discharge of claims against or interests in the Debtors.

Indemnification and Related Matters. In the event that any Commitment Party or its affiliates (aeach such person, a “Protected Party”) becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including shareholders, partners, members or other equity holders of the Borrower or the Acquired Business in connection with or as a result of either this arrangement or any matter referred to in this Commitment Letter or the Fee Letter (together, the “Letters”), the Borrower agrees to periodically reimburse such Protected Party upon written demand (together with customary documentation in reasonable detail) for its reasonable and documented out-of-pocket legal and other out-of-pocket expenses (including the cost of any investigation and preparation) incurred in connection therewith (provided that any legal expenses shall be limited to one counsel for all Protected Parties taken as a whole and if reasonably necessary, a single local counsel for all Protected Parties taken as a whole in each relevant jurisdiction (which may be a single local counsel acting in multiple jurisdictions) and, solely in the case of an actual or perceived conflict of interest between Protected Parties where the Protected Parties affected by such conflict inform you of such conflict, one additional counsel in each relevant jurisdiction to each group of affected Protected Party similarly situated taken as a whole). The Debtors agree Borrower also agrees to indemnify and hold each of the Backstop Term Lenders (and, in addition to the Backstop Term Lenders, where a Backstop Term Lender is an investment manager or advisor for a beneficial holder, such beneficial holder), and each of their respective affiliates, and each of their and their affiliates’ respective officers, directors, fiduciaries, employees, agents, advisors, attorneys, and representatives, and the successors, heirs, and assigns of such Backstop Term Lender (and, in addition to the Backstop Term Lenders, where a Backstop Term Lender is an investment manager or advisor for a beneficial holder, such beneficial holder) and their affiliates (each such Backstop Term Lender and other person, an “Indemnified Person”) Protected Party harmless against any and all losses, claims, damages, damages or liabilities and/or reasonable and documented out-of-pocket expenses (limited, in the case of legal fees and expenses, to (x) the reasonable and documented out-of-pocket fees and expenses of one firm of counsel to all Indemnified Persons, taken as a whole, (y) to the extent reasonably necessary, to the reasonable and documented out-of-pocket fees and expenses of one local counsel to all Indemnified Persons, taken as a whole, and (z) one conflicts counsel to all affected Indemnified Persons, taken as a whole) to any such Indemnified Person person in connection with the transactions contemplated by this Commitment Letter or as a result of either this arrangement or any matter referred to in the Commitment Letter Letters (whether or not such losses, claims, damages, or liabilities result from an investigation, litigation, claim, claim or proceeding that is brought by you, your equity holders, holders or creditors or an Indemnified Person a Protected Party and whether or not any such Indemnified Person Protected Party is otherwise a party thereto), except to the extent that such loss, claim, damage, damage or liability or expense (a) has been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (ix) the gross negligence, bad faith or willful misconduct of such Indemnified Person Protected Party or its related Indemnified Persons Related Protected Party in performing the services that are the subject of the Commitment Letter, Letters or (iiy) a material breach of the obligations of such Indemnified Person Protected Party or its related Indemnified Persons Related Protected Party under this Commitment Letter the Letters or (iii) claims between the Loan Documents; or among the Backstop Term Lenders. The foregoing obligations will be included in the DIP Facility as superpriority obligations. (b) arises from any dispute among Protected Parties or any Related Protected Parties of the foregoing other than any claims against a Protected Party in its capacity or in fulfilling its role as an agent or arranger role with respect to the Bridge Facility and other than any claims arising out of any act or omission on the part of the Borrower or its affiliates or the Acquired Business (collectively, the “Indemnification Carve-outs”). In addition, such indemnity shall not, as to any Protected Party, be available with respect to any settlements effected without the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed), but if settled with your consent, you agree to indemnify and hold harmless each Protected Party in the manner set forth above (for the avoidance of doubt, it being understood that if there is a final judgment in any such proceeding, the indemnity set forth above shall apply (subject to the exceptions thereto set forth above)). If for any reason (other than the Indemnification Carve-outs) the foregoing indemnification is unavailable to such Protected Party or insufficient to hold it harmless, then the Borrower will contribute to the amount paid or payable by such Protected Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of (i) the Borrower and the Acquired Business and their respective affiliates, shareholders, partners, members or other equity holders on the one hand and (ii) such Protected Party on the other hand in the matters contemplated by the Letters as well as the relative fault of (x) the Borrower and the Acquired Business and their respective affiliates, shareholders, partners, members or other equity holders on the one hand and (y) such Protected Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Debtors Borrower under this Section 6 paragraph will be in addition to any liability which the Debtors Borrower may otherwise have have, will extend upon the same terms and conditions to any Indemnified Personaffiliate of such Protected Party and the partners, members, directors, agents, employees and controlling persons (if any), as the case may be, of such Protected Party and any such affiliate, and will be binding upon any successors, assigns, heirs, or personal representatives of the Debtors, and will inure to the benefit of any successors, assigns, heirs, or heirs and personal representatives of the Borrower, such Protected Party, any Indemnified Person. (c) such affiliate and any such person. The Borrower also agrees that neither any Protected Party nor any of such affiliates, partners, members, directors, agents, employees or controlling persons will have any liability to the Borrower or any person asserting claims on behalf of or in right of the Borrower or any other person in connection with or as a result of either this arrangement or any matter referred to in the Letters, except in the case of the Borrower to the extent that any losses, claims, damages, liabilities or expenses incurred by the Borrower or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Protected Party in performing the services that are the subject of the Letters or the material breach by such Protected Party of its obligations under the Letters; provided, however, that in no event will such Protected Party or such other parties have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Protected Party’s or such other parties’ activities related to the Letters. Neither the Borrower nor any of its affiliates will be responsible or liable to the Protected Parties or any other person or entity for any indirect, special, punitive or consequential damages that may be alleged as a result of the Acquisition, the Letters, the Bridge Facility, the Transactions or any related transaction contemplated hereby or thereby or any use or intended use of the proceeds of the Bridge Facility; provided, that nothing in this sentence shall limit your indemnity and reimbursement obligations set forth in this Section 5 with respect to any action, proceeding or investigation brought against any Protected Party. The provisions of this Section 5 will survive any termination or completion of the arrangement provided by the Commitment Letter Letters. For purposes hereof, a “Related Protected Party” of a Protected Party means (a) any controlling person or controlled affiliate of such Protected Party, (b) the respective directors, officers, or employees of such Protected Party or any of its controlling persons or controlled affiliates and (c) the occurrence respective agents of the effective date such Protected Party or any of any plan of reorganization and any discharge of claims against its controlling persons or interests controlled affiliates, in the Debtorscase of this clause (c), acting at the instructions of such Protected Party, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation of this Commitment Letter.

Indemnification and Related Matters. (a) The Debtors agree From and after the Effective Time, EduTrek and ITI, jointly and severally, shall and shall cause ITI to indemnify and hold harmless to the fullest extent permitted under the CBCA, each director or officer or former director or officer of ITI or any of the Backstop Term Lenders (and, in addition to the Backstop Term Lenders, where a Backstop Term Lender is an investment manager or advisor for a beneficial holder, such beneficial holder), and each of their respective affiliates, and each of their and their affiliates’ respective officers, directors, fiduciaries, employees, agents, advisors, attorneys, and representatives, and the successors, heirs, and assigns of such Backstop Term Lender (and, in addition to the Backstop Term Lenders, where a Backstop Term Lender is an investment manager or advisor for a beneficial holder, such beneficial holder) and their affiliates ITI Subsidiaries (each such Backstop Term Lender and other person, an “"Indemnified Person”Party") harmless against any costs and all expenses (including reasonable attorney's fees), judgments, fines, losses, claims, damagesdamages and liabilities, liabilities and/or reasonable and documented out-of-pocket expenses (limitedamounts paid in settlement thereof with the consent of the indemnifying party, in connection with any actual or threatened claim, action, suit, proceeding or investigation that is based on, or arises out of, the case fact that such person is or was a director or officer of legal fees and expensesITI or any ITI Subsidiary (including without limitation with respect to any of the transactions contemplated hereby or the Arrangement) or who is serving or who served at ITI's or any of the ITI Subsidiaries' request as a director, officer, employee, agent or representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, except for any claim, action, suit, proceeding or investigation arising or resulting from such person's gross negligence, bad faith or willful misconduct. In the event of any such claim, action, suit, proceeding or investigation, EduTrek shall cause ITI to (x) pay the reasonable and documented out-of-pocket fees and expenses of one firm counsel in advance of counsel the final disposition of any such claim, action, suit, proceeding or investigation to all the fullest extent permitted by law subject to the limitations imposed by the CBCA. Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Persons, taken as a wholeParties, (yi) the Indemnified Parties may retain counsel reasonably satisfactory to EduTrek and, subject to limitations imposed by the extent reasonably necessaryCBCA, to the ITI shall (or EduTrek shall cause ITI to) pay all reasonable and documented out-of-pocket fees and expenses of one local such counsel to all for the Indemnified Persons, taken Parties promptly as a whole, statements therefor are received; and (zii) one conflicts counsel EduTrek will use all reasonable efforts to all affected assist in the defense of such matter; provided, however, that neither ITI nor EduTrek shall be liable for any settlement effected without its prior written consent which shall not be unreasonably withheld. Any Indemnified PersonsParty wishing to claim indemnification under this Section 7.11(a), taken as a whole) to upon learning of any such Indemnified Person in connection with the transactions contemplated by this Commitment Letter claim, action, suit, proceeding or as a result of either this arrangement or any matter referred to in the Commitment Letter (whether or not such losses, claims, damages, or liabilities result from an investigation, litigation, claim, or proceeding that is brought by you, your equity holders, or creditors or an Indemnified Person and whether or shall notify EduTrek (but the failure to so notify shall not any such Indemnified Person is otherwise relieve a party thereto), from any liability which it may have under this Section 7.11(a) except to the extent that such loss, claim, damage, liability or expense has been found by failure prejudices such party). The Indemnified Parties as a final, non-appealable judgment of a court of competent group may retain only one law firm in any jurisdiction to have resulted from (i) represent them with respect to each such matter unless such counsel determines that there is, under applicable standards of professional conduct, a conflict on any significant issue between the bad faith positions of any two or willful misconduct of more Indemnified Parties, in which event such additional counsel may be required to be retained by the Indemnified Person or its related Indemnified Persons in performing the services that are the subject of the Commitment Letter, (ii) a material breach of the obligations of such Indemnified Person or its related Indemnified Persons under this Commitment Letter or (iii) claims between or among the Backstop Term Lenders. The foregoing obligations will be included in the DIP Facility as superpriority obligationsParties. (b) The Subject to limitations imposed by the CBCA, ITI shall (or EduTrek shall cause ITI to) pay all expenses, including reasonable attorney's fees, as the same may be incurred by any Indemnified Parties in any action by any Indemnified Party or parties seeking to enforce the indemnity or other obligations of the Debtors provided for in this Section 7.11, provided, however, that ITI will be entitled to reimbursement for any advances made under this Section 6 will be in addition to any liability which the Debtors may otherwise have 7.11 to any Indemnified PersonParty who ultimately proves unsuccessful in enforcing the indemnity as finally determined by a non-appealable judgment in a court of competent jurisdiction, will be binding upon any successors, assigns, heirs, or personal representatives and payment of such expenses in advance of the Debtors, and will inure to final disposition of the benefit action shall be made only upon receipt of any successors, assigns, heirs, or personal representatives of any undertaking by the Indemnified PersonParty to reimburse all amounts advanced if such action ultimately proves unsuccessful. (c) The provisions For a period of three years after the Effective Date, EduTrek shall continue in effect director and officer liability insurance for the benefit of the Indemnified Parties in such amounts, and with such deductibles, retained amounts, coverages and exclusions as EduTrek shall provide for its own directors and officers during such period. (d) This Section 7.11, which shall survive the consummation of this Section 5 will survive any termination or completion of the arrangement provided by the Commitment Letter Agreement and the occurrence of the effective date of any plan of reorganization and any discharge of claims against Arrangement, is intended to benefit each person or interests in the Debtorsentity indemnified hereunder.

Indemnification and Related Matters. (a) The Debtors agree ADNAS agrees to indemnify and hold each GP, any controlling person of the Backstop Term Lenders (and, in addition to the Backstop Term Lenders, where a Backstop Term Lender is an investment manager or advisor for a beneficial holder, such beneficial holder), GP and each of their respective affiliatespartners, and each of their and their affiliates’ respective officersshareholders, directors, fiduciariesofficers, employees, agents, advisorsaffiliates and representatives (each, attorneys, and representatives, and the successors, heirs, and assigns of such Backstop Term Lender (and, in addition to the Backstop Term Lenders, where a Backstop Term Lender is an investment manager or advisor for a beneficial holder, such beneficial holder"Indemnified Party") and their affiliates (hold each such Backstop Term Lender and other person, an “Indemnified Person”) of them harmless against any and all lossesactions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any Indemnified Party may become liable, directly or indirectly, arising out of, or relating to, this Letter Agreement or the Engagement, including but not limited to reimbursement for all GP fees, costs, attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities and/or reasonable and documented out-of-pocket resulted from the gross negligence or willful misconduct of any Indemnified Party. ▇▇▇▇▇ further agrees to reimburse each Indemnified Party immediately upon request for all expenses (limited, in the case of legal including reasonable attorneys' fees and expenses, to (x) the reasonable and documented out-of-pocket fees and expenses of one firm of counsel to all Indemnified Persons, taken as a whole, (y) to the extent reasonably necessary, to the reasonable and documented out-of-pocket fees and expenses of one local counsel to all Indemnified Persons, taken as a whole, and (z) one conflicts counsel to all affected Indemnified Persons, taken as a whole) to any such Indemnified Person they are incurred in connection with the transactions contemplated by investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit proceeding or investigation, directly or indirectly, arising out of, or relating to, this Commitment Letter Agreement or as a result of either this arrangement or any matter referred to in the Commitment Letter (GP's services hereunder, whether or not such losses, claims, damages, pending or liabilities result from an investigation, litigation, claim, or proceeding that is brought by you, your equity holders, or creditors or an Indemnified Person threatened and whether or not any such Indemnified Person Party is otherwise a party thereto)to such proceeding. ▇▇▇▇▇ also agrees that no Indemnified Party shall have any liability (whether direct or indirect, except in contract or tort or otherwise) to the extent ADNAS or any person asserting claims on behalf of or in right of ADNAS, directly or indirectly, arising out of, or relating to, this Letter Agreement or GP's services thereunder, unless it is finally judicially determined that such loss, claim, damage, liability or expense has been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the bad faith gross negligence or willful misconduct of such Indemnified Person or its related Indemnified Persons Party. Moreover, in performing the services that are the subject no event, regardless of the Commitment Letterlegal theory advanced, shall any Indemnified Party be liable for any consequential, indirect, incidental or special damages of any nature. In no event shall the Indemnified Parties' liability (iiwhether direct, indirect, contract or otherwise) a material breach directly or indirectly relating to or in connection with this Letter Agreement exceed the advisory fees received by GP during the months that any such liability of the obligations Indemnified Parties arose. In the event that an indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against ADNAS or any affiliate of ADNAS in which such Indemnified Person or Party is not named as a defendant. ▇▇▇▇▇ agrees to reimburse GP for all expenses incurred by it in connection with such Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its related Indemnified Persons under this Commitment Letter or (iii) claims between or among the Backstop Term Lenders. The foregoing obligations will be included in the DIP Facility as superpriority obligationslegal counsel. (b) The indemnity obligations of the Debtors under this Section 6 ADNAS agrees that, without GP's prior written consent, it will be in addition to any liability which the Debtors may otherwise have to any Indemnified Personnot settle, will be binding upon any successors, assigns, heirs, compromise or personal representatives of the Debtors, and will inure consent to the benefit entry of any successorsjudgment in or otherwise seek to terminate any claim, assignsaction, heirssuit, proceeding or personal representatives investigation in respect of which indemnification could be sought hereunder (whether or not GP or any other Indemnified PersonParty is an actual or potential party to such claim, action, suite, proceeding or investigation), unless (i) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suite, proceeding or investigation and (ii) the parties agree that the terms of such settlement shall remain confidential. (c) The provisions of this Section 5 will survive any termination or completion rights of the arrangement provided by Indemnified Parties referred to above shall be in addition to any rights that any Indemnified Party may otherwise have. (d) ADNAS shall be solely responsible for the Commitment Letter performance and the occurrence safety of any of the effective date products and services of the ADNAS Business. Any representation or covenant, whether express or implied, given by ADNAS to any plan customer or third party regarding the products and services of reorganization the ADNAS Business shall be the sole responsibility of ADNAS, and GP shall not be liable for, and shall be indemnified against in accordance with Section 7(a), (i) any discharge failure to comply with such representation or covenant and (ii) any product liability, tort or other claims relating to the ADNAS Business. (e) Each of claims against the parties hereto represents and warrants that its execution of, and performance of its obligations under, this Letter Agreement shall not constitute or interests result in the Debtorsa breach or event of default under any agreement to which it is a party, or contravene any applicable law, regulation or fiduciary obligation.

Indemnification and Related Matters. (a) The Debtors agree Command agrees to indemnify GSS and hold each GP, any controlling person of the Backstop Term Lenders (and, in addition to the Backstop Term Lenders, where a Backstop Term Lender is an investment manager GSS or advisor for a beneficial holder, such beneficial holder), GP and each of their respective affiliatespartners, and each of their and their affiliates’ respective officersshareholders, directors, fiduciariesofficers, employees, agents, advisorsaffiliates and representatives (each, attorneys, and representatives, and the successors, heirs, and assigns of such Backstop Term Lender (and, in addition to the Backstop Term Lenders, where a Backstop Term Lender is an investment manager or advisor for a beneficial holder, such beneficial holder"GSS Indemnified Party") and their affiliates (hold each such Backstop Term Lender and other person, an “Indemnified Person”) of them harmless against any and all lossesactions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any GSS Indemnified Party may become liable, directly or indirectly, arising out of, or relating to, the Engagement or this Consulting Agreement, including but not limited to reimbursement for all GSS or GP fees, costs, reasonable attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities and/or resulted from the gross negligence or willful misconduct of any GSS Indemnified Party. Command further agrees to reimburse each GSS Indemnified Party immediately upon request for all expenses (including reasonable attorneys' fees and documented expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit proceeding or investigation, directly or indirectly, arising out of, or relating to, this Consulting Agreement or the Engagement. In the event that a GSS Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against Command, or any of their affiliates in which such GSS Indemnified Party is not named as a defendant, Command agrees to reimburse GSS or GP for all out-of-pocket expenses incurred by it in connection with such GSS Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. (limitedb) GSS agrees to indemnify Command, in any controlling person of Command and each of their respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives (each, a "Command Indemnified Party") and hold each of them harmless against any actions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any Command Indemnified Party may become liable, directly or indirectly, arising out of, or relating to, the case Engagement or this Consulting Agreement and solely to the extent directly and proximately caused by the gross negligence or willful misconduct of legal GSS or GP (or any of their respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives) during the Term, including but not limited to reimbursement for all of Command's fees, costs, reasonable attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities resulted from the gross negligence or willful misconduct of any Command Indemnified Party. GSS further agrees to reimburse each Command Indemnified Party immediately upon request for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit proceeding or investigation, directly or indirectly, arising out of, or relating to, this Consulting Agreement or GSS's services hereunder. Moreover, in no event, regardless of the legal theory advanced, shall GSS be liable for any consequential, indirect, incidental, punitive or special damages of any nature. In no event shall GSS' liability (whether direct, indirect, contract or otherwise) directly or indirectly relating to (x) or in connection with this Consulting Agreement exceed the reasonable and documented fees received by GSS from Command during the months that any such liability of GSS under this paragraph arose. In the event that a Command Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against GSS, or any of their affiliates in which such Command Indemnified Party is not named as a defendant, GSS agrees to reimburse Command for all out-of-pocket fees and expenses of one firm of counsel to all Indemnified Persons, taken as a whole, (y) to the extent reasonably necessary, to the reasonable and documented out-of-pocket fees and expenses of one local counsel to all Indemnified Persons, taken as a whole, and (z) one conflicts counsel to all affected Indemnified Persons, taken as a whole) to any such Indemnified Person incurred by it in connection with such Command Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the transactions contemplated by this Commitment Letter or as a result reasonable fees and disbursements of either this arrangement or any matter referred to in the Commitment Letter (whether or not such losses, claims, damages, or liabilities result from an investigation, litigation, claim, or proceeding that is brought by you, your equity holders, or creditors or an Indemnified Person and whether or not any such Indemnified Person is otherwise a party thereto), except to the extent that such loss, claim, damage, liability or expense has been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the bad faith or willful misconduct of such Indemnified Person or its related Indemnified Persons in performing the services that are the subject of the Commitment Letter, (ii) a material breach of the obligations of such Indemnified Person or its related Indemnified Persons under this Commitment Letter or (iii) claims between or among the Backstop Term Lenders. The foregoing obligations will be included in the DIP Facility as superpriority obligations. (b) The indemnity obligations of the Debtors under this Section 6 will be in addition to any liability which the Debtors may otherwise have to any Indemnified Person, will be binding upon any successors, assigns, heirs, or personal representatives of the Debtors, and will inure to the benefit of any successors, assigns, heirs, or personal representatives of any Indemnified Personlegal counsel. (c) The provisions of this Section 5 will survive any termination or completion Each party agrees that, without the prior written consent of the arrangement provided by other party hereto, that such party will not settle, compromise or consent to the Commitment Letter and the occurrence of the effective date entry of any plan judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of reorganization which indemnification could be sought hereunder (whether or not GSS, GP, Command or any other indemnified party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (i) such settlement, compromise, consent or termination includes an unconditional release of each indemnified party from any liabilities arising out of such claim action, suit, proceeding or investigation and (ii) the parties agree that the terms of such settlement shall remain confidential. (d) Command shall be solely responsible for the performance of Command's services and products. Any representation or covenant, whether express or implied, given by Command to any discharge customer or third party regarding the Command services and products shall be the sole responsibility of claims Command, and neither GSS nor GP shall be liable for, and each of GSS and GP shall be indemnified against in accordance with paragraph 8(a) (without regard to any exceptions or interests limitations contained in the Debtorssuch paragraph), any failure to comply with such representation or covenant.

Indemnification and Related Matters. (a) The Debtors agree QCo agrees that all rights to indemnify and hold each indemnification existing in favour of the Backstop Term Lenders present or former directors and officers of GCo (andas such) or any of GCo's subsidiaries or present or former directors and officers (as such) of GCo or any of its subsidiaries serving or who served at GCo's or any of its subsidiaries' request as a director, in addition to the Backstop Term Lendersofficer, where a Backstop Term Lender is an investment manager employee, agent or advisor for a beneficial holderrepresentative of another corporation, such beneficial holder)partnership, and each of their respective affiliatesjoint venture, and each of their and their affiliates’ respective officerstrust, directors, fiduciaries, employees, agents, advisors, attorneys, and representatives, and the successors, heirs, and assigns of such Backstop Term Lender (and, in addition to the Backstop Term Lenders, where a Backstop Term Lender is an investment manager employee benefit plan or advisor for a beneficial holder, such beneficial holder) and their affiliates other enterprise (each such Backstop Term Lender and other personpresent or former director or officer of GCo or any of its subsidiaries, an “"Indemnified Person”) harmless against Party"), as provided by contract or in GCo's charter or bylaws or similar documents of any of its subsidiaries in effect as of the date hereof with respect to matters occurring prior to the Effective Time, shall survive and all lossesshall continue in full force and effect and without modification, claims, damages, liabilities and/or reasonable and documented out-of-pocket expenses (limited, in the case of legal fees and expenses, to (x) the reasonable and documented out-of-pocket fees and expenses of one firm of counsel to all Indemnified Persons, taken as a whole, (y) to the extent reasonably necessarypermitted by applicable Laws, to the reasonable and documented out-of-pocket fees and expenses of one local counsel to all Indemnified Persons, taken so long as GCo is in existence as a wholecorporation, and (z) one conflicts counsel for a period of not less than the statutes of limitations applicable to all affected Indemnified Persons, taken as a whole) to any such Indemnified Person in connection with the transactions contemplated by this Commitment Letter or as a result of either this arrangement or any matter referred to in the Commitment Letter (whether or not such losses, claims, damages, or liabilities result from an investigation, litigation, claim, or proceeding that is brought by you, your equity holders, or creditors or an Indemnified Person and whether or not any such Indemnified Person is otherwise a party thereto), except to the extent that such loss, claim, damage, liability or expense has been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the bad faith or willful misconduct of such Indemnified Person or its related Indemnified Persons in performing the services that are the subject of the Commitment Letter, (ii) a material breach of the obligations of such Indemnified Person or its related Indemnified Persons under this Commitment Letter or (iii) claims between or among the Backstop Term Lenders. The foregoing obligations will be included in the DIP Facility as superpriority obligationsmatters. (b) The indemnity obligations From and after the Effective Time, QCo and GCo, jointly and severally, shall and QCo shall cause GCo to indemnify and hold harmless to the fullest extent permitted under the ABCA and applicable Laws, each Indemnified Party against any costs and expenses (including reasonable attorney's fees), judgments, fines, losses, claims and damages and liabilities, and amounts paid in settlement thereof with the consent of the Debtors indemnifying party, such consent not to be unreasonably withheld, in connection with any actual or threatened claim, action, suit, proceeding or investigation that is based on, or arises out of, the fact that such person is or was a director or officer of GCo or any of its subsidiaries (including without limitation with respect to any of the transactions contemplated hereby or the Arrangement) or who is serving or who served at GCo's or any of its subsidiaries' request as a director, officer, employee, agent or representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. In the event of any such claim, action, suit, proceeding or investigation, QCo shall cause GCo to pay the reasonable fees and expenses of counsel in advance of the final disposition of any such claim, action, suit, proceeding or investigation to the fullest extent permitted by law subject to the limitations imposed by the ABCA and applicable Laws. Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Parties, (i) the Indemnified Parties may retain counsel reasonably satisfactory to QCo and, subject to limitations imposed by the ABCA and applicable Laws GCo shall (or QCo shall cause GCo to) pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; and (ii) QCo will use all reasonable efforts to assist in the defense of such matter; provided, however, that neither GCo nor QCo shall be liable for any settlement effected without its prior written consent which shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 6 will be in addition 7.5(b), upon learning of any such claim, action, suit, proceeding or investigation, shall notify QCo (but the failure to so notify shall not relieve a party from any liability which the Debtors it may otherwise have under this Section 7.5 (b) unless such failure results in actual prejudice to any Indemnified Person, will be binding upon any successors, assigns, heirs, or personal representatives of the Debtors, such party and will inure then only to the benefit extent of such prejudice). The Indemnified Parties as a group may retain only one law firm in any jurisdiction to represent them with respect to each such matter unless such counsel determines that there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any successorstwo or more Indemnified Parties, assigns, heirs, or personal representatives of any in which event additional counsel may be required to be retained by the Indemnified PersonParties. (c) The provisions Subject to limitations imposed by the ABCA and applicable Laws, provided the Arrangement becomes effective, GCo shall (or QCo shall cause GCo to) pay all expenses, including reasonable attorney's fees, as the same may be incurred by any Indemnified Parties in any action by any Indemnified Party or parties seeking to enforce the indemnity or other obligations provided for in this Section 7.5; provided, however, that GCo will be entitled to reimbursement for any advances made under this Section 7.5 to any Indemnified Party who ultimately proves unsuccessful in enforcing the indemnity as finally determined by a non-appealable judgment in a court of competent jurisdiction, and payment of such expenses in advance of the final disposition of the action shall be made only upon receipt of any undertaking by the Indemnified Party to reimburse all amounts advanced if such action ultimately proves unsuccessful to the extent permitted by applicable Laws. (d) Provided the Arrangement becomes effective, for a period of six years after the Effective Date, QCo shall continue in effect director and officer liability insurance for the benefit of the Indemnified Parties in such amounts, and with such deductibles, retained amounts, coverages and exclusions as GCo provides for its own directors and officers at the date hereof; provided that in no event shall the QCo be required to expend pursuant to this Section 7.5 more than an amount per year equal to 150% of the current annual premium paid by QCo for similar insurance carried by QCo for its own directors and officers. (e) This Section 7.5, which shall survive the consummation of this Section 5 will survive any termination or completion of the arrangement provided by the Commitment Letter Agreement and the occurrence of the effective date of any plan of reorganization and any discharge of claims against Arrangement, is intended to benefit each person or interests in the Debtorsentity indemnified hereunder.