the Debenture shall include, in addition to the provisions that are summarized in this commitment letter and the Term Sheet, provisions that, in the opinion of MGG and as agreed by the Company, are customary or typical for this type of financing transaction. Such definitive legal documentation shall be in a form and substance reasonably satisfactory to MGG and the Company.
By its execution hereof and its acceptance of this commitment letter, the Company agrees to indemnify and hold harmless the Lender, any other entity that becomes a Lender as contemplated by the Term Sheet and each of their respective assignees and affiliates and their respective directors, partners, members, officers, employees and agents (each an Indemnified Party) from and against any and all losses, claims, damages, liabilities or other expenses to which such Indemnified Party may become subject, insofar as such losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened in respect thereof) or other expenses arise out of or in any way relate to or result from third parties with respect to, this commitment, the extension of the Debenture contemplated by this commitment letter, any future commitment letter or definitive documentation hereafter provided, the commitment made herein, the negotiation, preparation, execution or delivery of, any of the foregoing, or in any way arise from any third party with respect to any use or intended use of this commitment letter or the proceeds of the Debenture contemplated by this commitment letter, and the Company agrees to reimburse each Indemnified Party for any legal or other expenses incurred in connection with investigating, defending or participating in any such third party loss, claim, damage, liability or action or other proceeding (whether or not such Indemnified Party is a party to any action or proceeding out of which indemnified expenses arise), but excluding therefrom all expenses, losses, claims, damages and liabilities which are finally determined in a non-appealable decision of a court of competent jurisdiction to have resulted solely from the bad faith, gross negligence or willful misconduct of the Indemnified Party. In the event of any litigation or dispute involving this commitment letter or the Debenture, the Lender shall not be responsible or liable to the Company or any Borrower, or any other person for any special, indirect, consequential, incidental or punitive damages.
In consideration of the time and resources that the Lender will devote to the Debenture, the Company agrees that, during the period beginning (i) on the date hereof, and ending (ii) on the earliest to occur of November 30, 2019, the funding of the Debenture (the Closing Date), and the termination of this commitment by the Lender, other than with respect to the Debenture, neither the Company nor any of its respective affiliates will, without consent of Lender (not to be unreasonably withheld), solicit, initiate, entertain or permit, or enter into any discussions in respect of, any offering, placement or arrangement of any debt financing similar in nature to the Debenture contemplated herein or for any purpose similar in nature to the purposes described herein (this paragraph being collectively referred to as the Exclusivity Agreement).
This commitment letter and Term Sheet and the arrangements described herein are delivered to the Company on the condition that the Company shall not disclose this commitment letter, the existence thereof or the substance of said proposed arrangements to any person or entity, except, on a confidential basis, to the Borrower, LD Topco and its subsidiaries , those professional advisors who are in a confidential relationship with the Company and require knowledge thereof to perform their duties (including, but not limited to, legal counsel, accountants and financial advisors) or where disclosure is required by law. In addition, the Company agrees that it will (i) consult with the Lender prior to the making of any filing in which reference is made to the Lender or the commitment contained herein, and (ii) obtain the prior approval of the Lender before releasing any public announcement in which reference is made to this commitment letter or its contents.
This commitment letter is not intended to, and will not, confer upon any other person any rights or remedies hereunder, except with respect to LD Topco and its successors and assigns, each of whom is intended to be a third party beneficiary hereof and this commitment letter shall not be amended, supplemented, modified waived, cancelled or terminated without LD Topcos prior written consent.