Common use of Indemnity and Liability Clause in Contracts

Indemnity and Liability. Subject to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject (a) Except as may otherwise be provided by applicable federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Portfolio as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to Section 3.1the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Portfolio, the Company Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1000 Xxx) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (1) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Portfolio, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by applicable federal securities law, the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Portfolio, or the omission of such information, by the Sub-Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the “Indemnified Party”) shall (i) indemnifyprovide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each (ii) grant control of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors defense and agents of each for settlement of the foregoing Claim to the other party, and (collectively, iii) cooperate with the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses other party in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after defense thereof. The Indemnified Party shall have the date of this Agreement (collectively, right at its own expense to participate in the “Indemnified Liabilities”), arising out defense of any actionClaim, cause but shall not have the right to control the defense, consent to judgment or agree to the settlement of action, suit, arbitration, investigation any Claim without the written consent of the other party. The party providing the indemnification shall not consent to the entry of any judgment or claim arising out of, or in enter any way relating to, settlement which (i) this Agreementdoes not include, any transaction to which as an unconditional term, the Company is a party or any other circumstances with respect to release by the Company claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationParty.

Indemnity and Liability. Subject to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject (a) Except as may otherwise be provided by applicable federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Portfolio as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to Section 3.1the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Portfolio, the Company Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (1) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Portfolio, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by applicable federal securities law, the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Portfolio, or the omission of such information, by the Sub-Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the “Indemnified Party”) shall (i) indemnifyprovide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each (ii) grant control of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors defense and agents of each for settlement of the foregoing Claim to the other party, and (collectively, iii) cooperate with the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses other party in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after defense thereof. The Indemnified Party shall have the date of this Agreement (collectively, right at its own expense to participate in the “Indemnified Liabilities”), arising out defense of any actionClaim, cause but shall not have the right to control the defense, consent to judgment or agree to the settlement of action, suit, arbitration, investigation any Claim without the written consent of the other party. The party providing the indemnification shall not consent to the entry of any judgment or claim arising out of, or in enter any way relating to, settlement which (i) this Agreementdoes not include, any transaction to which as an unconditional term, the Company is a party or any other circumstances with respect to release by the Company claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationParty.

Indemnity and Liability. Subject to Section 3.1, the Company shall (i) In consideration of the execution and delivery of this Agreement, the Manager agrees to defend, indemnify, exonerate and hold harmless the Service Provider Company and each of its respective partners, shareholders, membersstockholders, affiliates, directors, members, managers, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, membersstockholders, affiliates, directors, members, managers, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesCompany Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilitiessuits, losses, damages liabilities and damages, and costs and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement disbursements (collectively, the “Company Indemnified Liabilities”), arising out incurred by the Company Indemnitees or any of any action, cause them as a result of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company execution, delivery, performance, enforcement or (ii) the operations of, existence of this Agreement or the Services or Office Space provided by the Service Provider totransactions and services contemplated hereby, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that except for any such Company Indemnified Liabilities arose arising on account of such Company Indemnitee’s gross negligence fraud or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby Manager agrees to make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law. For purposes The indemnity rights provided to the Company Indemnitees in this document are cumulative with, and do not supersede, any other indemnification rights such Company Indemnitees would have under any other arrangement. (ii) In consideration of the execution and delivery of this Section 5.1Agreement, none the Company agrees to defend, indemnify, exonerate and hold harmless the Manager and each of its respective partners, stockholders, affiliates, directors, members, managers, officers, fiduciaries, employees and agents and each of the circumstances described partners, stockholders, affiliates, directors, members, managers, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “Manager Indemnitees”) from and against any and all actions, causes of action, claims, suits, losses, liabilities and damages, and costs and expenses in connection therewith, including without limitation reasonable attorneys’ fees and disbursements (collectively, the limitations contained in “Manager Indemnified Liabilities”), incurred by the two provisos in Manager Indemnitees or any of them as a result of or arising out of a breach of this Agreement by the immediately preceding sentence Company (excluding for termination of this Agreement by the Company), except for any such Manager Indemnified Liabilities arising on account of such Manager Indemnitee’s actions, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company agrees to make the maximum contribution to the payment and satisfaction of each of the Manager Indemnified Liabilities which is permissible under applicable law. The Company will not be deemed liable to apply absent a final non-appealable judgment of the Manager Indemnitees for any act or omission suffered or taken by the Company that does not constitute fraud or willful misconduct as finally determined by a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationjurisdiction.

Indemnity and Liability. Subject to Section 3.1The Companies, the Company shall (i) jointly and severally, will indemnify, exonerate and hold Holdings, the Service Provider Holdings Designees and each of its their respective partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third party beneficiary of this Agreement, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including without limitation reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim (whether between the relevant Indemnitee and any of the Companies or involving a third party claim against the relevant Indemnitee) arising out of, or in any way relating to, to (i) this Agreement, any transaction to which any of the Company Companies is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space services provided by any of Holdings or the Service Provider Holdings Designees to, the CompanyCompanies, or any of its their respective affiliates from time to time; provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, each of the Company Companies hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyCompanies, then such payments will be promptly repaid by such Indemnitee to the Company Companies without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation; provided that (i) the Companies hereby agree that they are the indemnitors of first resort under this Agreement and under any other applicable indemnification agreement (i.e., their obligations to Indemnitees under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to such Indemnitees are primary and any obligation of Holdings (or any affiliate thereof other than a Company) to provide advancement or indemnification for the Indemnified Liabilities incurred by Indemnitees are secondary), and (ii) if Holdings (or any affiliate thereof) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with any Indemnitee, then (x) Holdings (or such affiliate, as the case may be) shall be fully subrogated to all rights of such Indemnitee with respect to such payment and (y) the Companies shall fully indemnify, reimburse and hold harmless Holdings (or such other affiliate) for all such payments actually made by Holdings (or such other affiliate) and irrevocably waive, relinquish and release Holdings for contribution, subrogation or any other recovery of any kind in respect of any advancement of expenses or indemnification hereunder.

Indemnity and Liability. Subject to Section 3.1, the Company shall (i) indemnify, The Companies hereby jointly and severally indemnify and agree to exonerate and hold the Service Provider Manager, the Manager Funds, and each of its their respective past, current and future partners, shareholders, members, affiliates, directors, officers, Consultants, fiduciaries, managers, controlling persons, employees and agents and each of the past, current and future partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third party beneficiary of this Agreement and may specifically enforce the Companies’ obligations hereunder, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and expenses or any other amounts in connection therewith, including without limitation all actual out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement expenses (collectively, the “Indemnified Liabilities”), arising out incurred by the Indemnitees or any of any actionthem as a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i1) this Agreement, the transactions contemplated by the Merger Agreement, any transaction to which the Company is Companies are a party party, the Manager Investments (including but not limited to service as a Manager-designated member of the board of directors or analogous governing body of any of the Companies or any other circumstances with respect to affiliate thereof) or the Company ownership or sale thereof by any Manager Fund or any related transactions or (ii2) the operations of, or the Services or Office Space provided by the Service Provider Manager to, any of the Company, Companies or any affiliate of any of the Companies from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any of the Companies or any of its affiliates from time to time; providedtheir accountants or other representatives, however, agents or affiliates) provided that the foregoing no indemnification rights will not shall be available to the extent that for any such Indemnified Liabilities arose on account of arising from such Indemnitee’s gross negligence willful misconduct or willful misconduct; and providedbad faith as determined by a final, further, that if non-appealable determination of a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reasonreason (other than as a result of the proviso), each of the Company Companies hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which that is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately second preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyCompanies, then such payments will shall be promptly repaid by such Indemnitee to the Company Companies. (ii) Any Indemnitee may, at its own expense, retain separate counsel to participate in such defense. In any action, claim, suit, investigation or proceeding in which both of one or more of the Companies, on the one hand, and an Indemnitee, on the other hand, is, or is reasonably likely to become, a party, such Indemnitee shall have the right to employ separate counsel at the expense of the Companies and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnitee, a conflict or potential conflict exists between any of the Companies, on the one hand, and such Indemnitee, on the other hand, that would make such separate representation advisable. The Companies agree that they will not, without interest. the prior written consent of the applicable Indemnitee, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, suit, investigation, action or proceeding relating to the matters contemplated hereby (if any Indemnitee is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the applicable Indemnitee and each other Indemnitee from all liability arising or that may arise out of such claim, suit, investigation, action or proceeding. (iii) The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Companies hereby agree that they are the indemnitors of first resort (i.e., their obligations to any Indemnitee under this Agreement are primary and any obligation of the Manager (or any affiliate thereof other than the Companies) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessment and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitee is secondary), and if the Manager (or any affiliate thereof other than the Companies) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws, charter or otherwise) with any Indemnitee, then (i) the Manager (or such affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Companies shall reimburse the Manager (or such other affiliate) for the payments actually made. Each of the Companies hereby unconditionally and irrevocably waives, relinquishes and releases (and covenants and agrees not to exercise, and to cause each affiliate of any of the Companies not to exercise), any claims or rights that any of the Companies may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of one of the Companies’ obligations under this Agreement or under any indemnification obligation (whether pursuant to any other contract, any organizational document or otherwise), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Indemnitee against any Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right. None of the Indemnitees will be liable to the Companies or any of their affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute willful misconduct or bad faith as determined by a final, non-appealable determination of a court of competent jurisdiction.

Indemnity and Liability. Subject (a) Except as may otherwise be provided by applicable federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Portfolio as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to Section 3.1the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Portfolio, the Company Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1000 Xxx) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (1) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Portfolio, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by applicable federal securities law, the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Portfolio, or the omission of such information, by the Sub-Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the “Indemnified Party”) shall (i) indemnifyprovide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each (ii) grant control of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors defense and agents of each for settlement of the foregoing Claim to the other party, and (collectively, iii) cooperate with the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses other party in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after defense thereof. The Indemnified Party shall have the date of this Agreement (collectively, right at its own expense to participate in the “Indemnified Liabilities”), arising out defense of any actionClaim, cause but shall not have the right to control the defense, consent to judgment or agree to the settlement of action, suit, arbitration, investigation any Claim without the written consent of the other party. The party providing the indemnification shall not consent to the entry of any judgment or claim arising out of, or in enter any way relating to, settlement which (i) this Agreementdoes not include, any transaction to which as an unconditional term, the Company is a party or any other circumstances with respect to release by the Company claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationParty.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) will indemnify, exonerate and hold the Service Provider Manager, the Manager Designees and each of its their respective partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third-party beneficiary of this Agreement, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including including, without limitation, attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), ) arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of(whether between the relevant Indemnitee and the Company or involving a third party claim against the relevant Indemnitee), or in any way arising out of or directly or indirectly relating to, to (i) this Agreement, the Transaction, any of the Transaction Documents or any related documents or instruments, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Manager or the Manager Designees to, the Company, Company or any of its affiliates from time to time; provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person or entity may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation; provided that (i) the Company hereby agrees that it is the indemnitor of first resort under this Agreement and under any other applicable indemnification agreement (i.e., their obligations to Indemnitees under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to such Indemnitees are primary and any obligation of the Manager (or any affiliate thereof other than the Company) to provide advancement or indemnification for the Indemnified Liabilities incurred by Indemnitees are secondary) and (ii) if the Manager (or any affiliate thereof) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with any Indemnitee, then (x) the Manager (or such affiliate, as the case may be) will be fully subrogated to all rights of such Indemnitee with respect to such payment and (y) the Company will fully indemnify, reimburse and hold harmless the Manager (or such other affiliate) for all such payments actually made by the Manager (or such other affiliate) and irrevocably waive, relinquish and release the Manager for contribution, subrogation or any other recovery of any kind in respect of any advancement of expenses or indemnification hereunder.

Indemnity and Liability. Subject (a) Parent hereby indemnifies and agrees to Section 3.1, the Company shall (i) indemnify, exonerate and hold each of the Service Provider Investors and each of its partners, respective shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors representatives, and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors representatives, and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third party beneficiary of this Agreement and may specifically enforce Parent’s obligations hereunder, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and expenses or any other amounts in connection therewith, including without limitation all actual out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement expenses (collectively, the “Indemnified Liabilities”), arising out incurred by the Indemnitees or any of any actionthem as a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating toto (i) the Merger Agreement or the transactions contemplated by the Merger Agreement, (iii) services provided by any Investor to Parent or to the Parent or any of the Parent’s Subsidiaries (collectively, the “Company Group”), including, without limitation, services provided under the Management Agreement, (iii) this Agreement, except for any transaction to which breach of this Agreement by such Investor or such Investor’s respective Indemnitee, or (iv) any claim, cause of action or suit against the Company is a party Investor or any other circumstances with respect Indemnitee solely by reason of the Investor’s status as a stockholder of the Parent and which arises out of or relates to actions, liabilities or losses of the Company Parent or (ii) the operations ofits Subsidiaries, or the Services or Office Space provided by the Service Provider to, the Company, or but not including any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of arising from or primarily related to such Indemnitee’s gross negligence or willful misconduct; and provided, furtherfraud or gross negligence, or filings with the SEC describing its ownership in Parent, or in connection with any Public Offering where information provided by an Investor is the cause of any claim relating to that if Public Offering. If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company Parent hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which that is permissible under applicable law. For purposes of this Section 5.16.10, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyParent, then such payments will shall be promptly repaid by such Indemnitee to Parent. (b) Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or proceeding in which Parent, on the Company one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party. An Indemnified Party shall have the right to employ separate counsel at the expense of Parent and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between Parent, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. Parent agrees that it will not, without interest. the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, suit, investigation, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, suit, investigation, action or proceeding. (c) The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under Law or regulation. Parent hereby agrees that it is the indemnitor of first resort (i.e., its obligations to any Indemnitee under this Agreement are primary and any obligation of any Investor (or any Affiliate thereof (other than Parent)) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessment and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitee are secondary), and if any Investor (or any Affiliate thereof other than Parent) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any Indemnitee, then (i) such Investor shall be fully subrogated to all rights of Indemnitee with respect to such payment, and (ii) Parent shall reimburse such Investor (or such other Affiliate) for the payments actually made. Parent hereby unconditionally and irrevocably waives, relinquishes and releases (and covenants and agrees not to exercise, and to cause each of its Affiliates not to exercise), any claims or rights that Parent may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of Parent’s obligations under this Agreement or under any indemnification obligation (whether pursuant to any other contract, any organizational document or otherwise), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Indemnitee against any Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or regulationotherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right. Except as specifically provided otherwise in this Agreement, none of the Indemnitees will be liable to Parent or any of its Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute willful misconduct.

Indemnity and Liability. Subject to Section 3.1, the Company shall (i) The Companies, jointly and severally, will indemnify, exonerate and hold the Service Provider Manager, the Manager Designees and each of its their respective partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing foregoing, solely in their capacities as such (and not, as the case may be, in their capacity as a director of AV Homes) (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third-party beneficiary of this Agreement, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and reasonable and documented out-of-pocket expenses in connection therewith (including including, without limitation, reasonable and documented attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), ) arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of(whether involving a claim by the relevant Indemnitee against any of the Companies or involving a third party claim against the relevant Indemnitee), or in any way arising out of or directly or indirectly relating to, to (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company Agreement or (ii) the operations of, of or the Services or Office Space services provided by the Service Provider to, Manager or the Company, Manager Designees to the Companies or any of its their respective affiliates from time to timetime pursuant to this Agreement; provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such any Indemnitee’s gross negligence negligence, bad faith or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reasonreason other than application of the limitations contained herein, each of the Company Companies, in lieu of the foregoing indemnification and to the extent permissible under applicable law, shall contribute to the to the payment and satisfaction of each of the Indemnified Liabilities in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits received by the Companies and Indemnitees as a result of the event(s) and/or transactions giving cause to such Indemnified Liabilities; and/or (ii) the relative fault of the Companies and the Indemnitees in connection with such event(s) and/or transactions. Notwithstanding the foregoing, when calculating the contribution amounts of the parties in accordance with the preceding sentence, unless the facts and circumstances giving rise to the unavailability or unenforceability of any Indemnitee’s or Indemnitees’ rights were caused by the gross negligence, bad faith or willful misconduct of such Indemnitee or Indemnitees, each of the Companies hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos first proviso in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyCompanies, then such payments will be promptly repaid by such Indemnitee to the Company Companies without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person or entity may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation; provided that (i) the Companies hereby agree that they are the indemnitors of first resort under this Agreement (i.e., their obligations to Indemnitees under this Agreement are primary and any obligation of the Manager (or any affiliate thereof other than a Company) to provide advancement or indemnification for the Indemnified Liabilities incurred by Indemnitees are secondary) and (ii) if the Manager (or any affiliate thereof) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder, then (x) the Manager (or such affiliate, as the case may be) will be fully subrogated to all rights of such Indemnitee with respect to such payment and (y) the Companies will fully indemnify, reimburse and hold harmless the Manager (or such other affiliate) for all such payments actually made by the Manager (or such other affiliate) and irrevocably waive, relinquish and release the Manager for contribution, subrogation or any other recovery of any kind in respect of any advancement of expenses or indemnification hereunder unless the circumstances giving rise thereto involve the gross negligence, bad faith or willful misconduct of the Manager, any Manager Designee or their affiliates. (ii) Promptly after receipt by any Indemnitee of notice of any claim or the commencement of any action in respect of which indemnity may be sought pursuant to this Section 5(b), the Indemnitee shall, if a claim in respect thereof is to be made against any Company, notify the AV Homes in writing of the claim or the commencement of such action; provided, that the failure to notify AV Homes shall not relieve the Companies from any liability that they may have to an Indemnitee except to the extent of any actual prejudice resulting therefrom. If any such claim or action shall be brought against an Indemnitee, and it shall notify the Companies thereof, AV Homes shall be entitled to participate therein. The Companies will not be subject to any liability for any settlement made in respect of any claim or action brought against an Indemnitee without the written consent of AV Homes (which consent will not be unreasonably withheld or delayed).

Indemnity and Liability. Subject to Section 3.1The Companies, the Company shall (i) jointly and severally, will indemnify, exonerate and hold the Service Provider Manager, the Manager Designees and each of its their respective partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third-party beneficiary of this Agreement, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including including, without limitation, attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), ) arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of(whether between the relevant Indemnitee and any of the Companies or involving a third party claim against the relevant Indemnitee), or in any way arising out of or directly or indirectly relating to, (i) to this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, Agreement or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to timehereunder; provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s fraud, gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, each of the Company Companies hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyCompanies, then such payments will be promptly repaid by such Indemnitee to the Company Companies without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person or entity may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.; provided that (i) the Companies hereby agree that they are the indemnitors of first resort under this Agreement and under any other applicable indemnification agreement (i.e., their obligations to Indemnitees under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to such Indemnitees are primary and any obligation of the Manager (or any affiliate thereof other than

Indemnity and Liability. Subject to Section 3.1The Companies, the Company shall (i) jointly and severally, will indemnify, exonerate and hold the Service Provider Manager, the Manager Designees and each of its their respective partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third-party beneficiary of this Agreement, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including including, without limitation, attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), ) arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of(whether between the relevant Indemnitee and any of the Companies or involving a third party claim against the relevant Indemnitee), or in any way arising out of or directly or indirectly relating to, to (i) this Agreement, the Transaction, the Merger Agreement, any transaction to which any of the Company Companies is a party or any other circumstances with respect to any of the Company Companies or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Manager or the Manager Designees to, the Company, Companies or any of its their respective affiliates from time to time; provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, each of the Company Companies hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyCompanies, then such payments will be promptly repaid by such Indemnitee to the Company Companies without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person or entity may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation; provided that (i) the Companies hereby agree that they are the indemnitors of first resort under this Agreement and under any other applicable indemnification agreement (i.e., their obligations to Indemnitees under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to such Indemnitees are primary and any obligation of the Manager (or any affiliate thereof other than a Company) to provide advancement or indemnification for the Indemnified Liabilities incurred by Indemnitees are secondary) and (ii) if the Manager (or any affiliate thereof) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with any Indemnitee, then (x) the Manager (or such affiliate, as the case may be) will be fully subrogated to all rights of such Indemnitee with respect to such payment and (y) the Companies will fully indemnify, reimburse and hold harmless the Manager (or such other affiliate) for all such payments actually made by the Manager (or such other affiliate) and irrevocably waive, relinquish and release the Manager for contribution, subrogation or any other recovery of any kind in respect of any advancement of expenses or indemnification hereunder.

Indemnity and Liability. Subject The CRC Companies hereby jointly and severally indemnify and agree to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider each of Bain, each Bain Fund, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement expenses (collectively, the “Indemnified Liabilities”), arising out incurred by the Indemnitees or any of any actionthem as a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Acquisition, the Equity Investments or the ownership thereof by any transaction to which the Company is a party Bain Fund or any other circumstances with respect to the Company related transactions or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Bain to, any CRC Company or any affiliate of any CRC Company from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any of the Company, CRC Companies or any of its affiliates from time to time; providedtheir accountants or other representatives, however, that the foregoing indemnification rights will not be available to the extent that agents or affiliates) except for any such Indemnified Liabilities arose arising on account of such Indemnitee’s gross negligence negligence, willful misconduct or willful misconduct; bad faith, and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the each CRC Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which that is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence Indemnitees will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case liable to the extent CRC Companies or any such limitation is so determined to apply to of their affiliates for any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid act or omission suffered or taken by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement that does not constitute gross negligence or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationwillful misconduct.

Indemnity and Liability. Subject to Section 3.1, the Company shall (i) Holdings will indemnify, exonerate and hold the Service Provider Managers, the Manager Designees and each of its their respective partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third party beneficiary of this Agreement, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including without limitation reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim (whether between the relevant Indemnitee and Holdings or involving a third party claim against the relevant Indemnitee) arising out of, or in any way relating to, to (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company Agreement or (ii) the operations of, or the Services or Office Space services provided by any of the Service Provider Managers or the Manager Designees to, the CompanyHoldings, or any of its respective affiliates from time to time; provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company Holdings hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyHoldings, then such payments will be promptly repaid by such Indemnitee to the Company Holdings without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation; provided that (i) Holdings hereby agrees that it is the indemnitors of first resort under this Agreement and under any other applicable indemnification agreement (i.e., its obligations to Indemnitees under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to such Indemnitees are primary and any obligation of any Manager (or any affiliate thereof other than Holdings) to provide advancement or indemnification for the Indemnified Liabilities incurred by Indemnitees are secondary), and (ii) if any Manager (or any affiliate thereof) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with any Indemnitee, then (x) such Manager (or such affiliate, as the case may be) shall be fully subrogated to all rights of such Indemnitee with respect to such payment and (y) Holdings shall fully indemnify, reimburse and hold harmless such Manager (or such other affiliate) for all such payments actually made by such Manager (or such other affiliate) and irrevocably waive, relinquish and release the Managers for contribution, subrogation or any other recovery of any kind in respect of any advancement of expenses or indemnification hereunder.

Indemnity and Liability. Subject to Section 3.1The Companies, the Company shall (i) jointly and severally, will indemnify, exonerate and hold each of the Service Provider Managers, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger Agreement, any transaction to which any of the Company Companies is a party or any other circumstances with respect to any of the Company Companies or (ii) the operations of, or the Services or Office Space services provided by any of the Service Provider Managers to, the CompanyCompanies, or any of its their respective affiliates from time to time; provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, further provided that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company Companies hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyCompanies, then such payments will be promptly repaid by such Indemnitee to the Company Companies without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) will indemnify, exonerate and hold the Service Provider Manager and its Affiliates (other than the Company’s subsidiaries and other controlled Affiliates), and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation arbitration or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger, any transaction to which the Company is a party or any other circumstances with respect to the Company (other than any such Indemnified Liabilities to the extent such Indemnified Liabilities arise out of any breach of the Stockholders Agreement or the Contribution Agreement by such Indemnitee or its affiliated or associated Indemnitees or other related persons) or any transaction entered into after the Closing Date or (ii) the operations of, or the Services or Office Space services provided by the Service Provider to, Manager to the Company or any of its Affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Company, or any of its affiliates from time to timeaccountants or other representatives, agents or affiliates); provided, however, provided that the foregoing indemnification rights will shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; , and providedfurther provided that, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will shall be promptly repaid by such Indemnitee to the Company. Expenses incurred in defending any civil or criminal action arising out of or relating to any event or circumstance to which this indemnity shall apply shall be paid by the Company without interestupon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it be later shown that such Indemnitee was not entitled to indemnification hereunder. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall in any event be liable to the Company or any of its Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct as a determined by a final, non-appealable determination of a court of competent jurisdiction.

Indemnity and Liability. Subject to Section 3.1, Refco and the Company shall (i) indemnify, exonerate will indemnify and hold harmless the Service Provider Sponsor, its affiliates and each of its partnerstheir respective partners (both general and limited), shareholdersmembers (both managing and otherwise), members, affiliatesofficers, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and representatives (each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”such Person being an "Indemnified Party") free and harmless from and against any and all actions, causes of action, suitslosses, claims, damages and liabilities, whether joint or several, expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the "Liabilities"), related to, arising out of or in connection with the advisory and consulting services contemplated by this Agreement or the engagement of the Sponsor pursuant to, and the performance by the Sponsor of the services contemplated by, this Agreement, and any other action taken by an Indemnified Party on behalf of the Company in connection with this Agreement, whether or not pending or threatened, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company, provided that the Indemnified Party acted in good faith and in the best interests of the Company, and provided further that any such losses, damages claims, damages, liabilities, judgments, fines, or settlements did not result from the Indemnified Party's willful misconduct or gross negligence. Refco and the Company will reimburse any Indemnified Party for all reasonable costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ ' fees and expenses) as they are incurred by in connection with investigating, preparing, pursuing, defending or assisting in the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out defense of any action, cause of actionclaim, suit, arbitration, investigation or claim arising out ofproceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or in any way relating toaction or proceeding arising therefrom, (i) this Agreement, any transaction to which the Company whether or not such Indemnified Party is a party or any other circumstances with respect thereto, provided, that subject to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider tofollowing sentence, the CompanyCompany shall be entitled to assume the defense thereof at its own expense, or any of with counsel satisfactory to such Indemnified Party in its affiliates from time reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to timeparticipate in such defense; provided, however, that with respect to any action, claim, suit, investigation or proceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of Refco and the Company and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that Refco and the Company shall not be required to pay the fees of more than one separate counsel for such Indemnified Parties in any jurisdiction in any single action or proceeding. The Company agrees that it will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, suit, investigation, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, suit, investigation, action or proceeding. Provided the Company is not in breach of its indemnification obligations hereunder, no Indemnified Party shall settle or compromise any claim subject to indemnification hereunder without the consent of the Company. Neither Refco or the Company will be liable under the foregoing indemnification rights will not be available provision with respect to any Indemnified Party, to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct; and providedmisconduct by an Indemnified Party. If an Indemnified Party is reimbursed hereunder for any expenses, further, that if and such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the foregoing undertaking may be Liabilities in question resulted from the gross negligence or willful misconduct of such Indemnified Party. Refco and the Company agree that if any indemnification sought by any Indemnified Party pursuant to this Section 4 is unavailable for any reason or is insufficient to hold the Indemnified Party harmless against any Liabilities referred to herein, then Refco and the Company shall contribute to the Liabilities for which such indemnification is held unavailable or unenforceable for any reason, insufficient in such proportion as is appropriate to reflect the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made relative benefits received by the Company, then on the one hand, and the Indemnified Party, on the other hand, in connection with the transactions which gave rise to such payments will be promptly repaid Liabilities or, if such allocation is not permitted by applicable law, not only such Indemnitee relative benefits but also the relative faults of the Company, on the one hand, and the Indemnified Party, on the other hand, as well as any other equitable considerations, subject to the Company without interest. The rights of limitation that in any Indemnitee event the aggregate contribution by the Indemnified Parties to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument all Liabilities with respect to which such Indemnitee contribution is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationavailable hereunder shall not exceed the fees actually received by the Indemnified Parties hereunder.

Indemnity and Liability. Subject The Companies hereby jointly and severally indemnify and agree to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider Manager, each Affiliated Fund of the Manager, and each of its partnerstheir respective former, shareholderscurrent or future, members, affiliatesdirect or indirect, directors, officers, fiduciariesemployees, managersagents, advisors and affiliates, each former, current or future, direct or indirect holder of any equity interests or securities of the Manager or any Affiliated Fund of the Manager (whether such holder is a limited or general partner, member, stockholder or otherwise), each former, current or future assignee of the Manager or any Affiliated Fund of the Manager and each former, current or future director, officer, employee, agent, advisor, general or limited partner, manager, management company, member, stockholder, affiliate, controlling personsperson, employees, independent contractors representative and agents and each assignee of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each any of the foregoing (each such person or entity, a “Related Person”) (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expensesexpenses (which for greater certainty do not include any penalties or interest assessed against the Manager for taxes which the Manager failed to collect or remit as required by law)) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Purchase Agreement, any transaction to which the Company Companies or any of their affiliates is a party party, or any other circumstances with respect to the Company or any of its affiliates or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Manager to, the CompanyCompanies or any of their affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Companies, or any of its affiliates from time to time; providedtheir accountants or other representatives, however, that the foregoing indemnification rights will not be available to the extent that agents or affiliates) except for any such Indemnified Liabilities arose on account of arising from such Indemnitee’s gross negligence or willful misconduct; and provided, furtherin each case, that if to the fullest extent permitted under applicable law. If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company Companies hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which that is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence “willful misconduct” will be deemed to apply absent have occurred only if so found in a final non-final, non appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation of the foregoing limitations is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.,

Indemnity and Liability. Subject to Section 3.1In consideration of the execution and delivery of this Agreement by Bain and the provision of the Equity Investments by the Bain Funds, the Company shall (i) hereby agrees to indemnify, exonerate and hold the Service Provider each of Bain, Xxxx Capital, Inc. and each Bain Fund, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors agents, advisors and agents attorneys of each of the foregoing (collectively, the “Related Parties”"Indemnitees") free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages liabilities and costs damages, and out-of-pocket expenses in connection therewith (therewith, including without limitation attorneys’ ' fees and expenses) disbursements (collectively, "Liabilities"), incurred by the Related Parties Indemnitees or any of them before as a result of, or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company Restructuring, the execution, delivery, performance, enforcement or existence of this Agreement or the transactions contemplated hereby (iiincluding but not limited to any indemnification obligations assumed or incurred by any Indemnitee) or the operations ofrole or status of any of the foregoing as an officer, director or shareholder of ICON, Holdings, IHF Capital, Inc., ICON Fitness Corporation, IHF Holdings, Inc., ICON of Canada, Inc., ICON International Holdings, Inc., Universal Technical Services, or the Services or Office Space provided by the Service Provider toJumpKing, Inc. (collectively, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that "Indemnified Liabilities") except for any such Indemnified Liabilities arose arising on account of such Indemnitee’s gross negligence or 's willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes ; provided, however, that the Indemnified Liabilities shall not include any losses solely attributable to a decrease in value of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made equity investment by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be Bain Funds in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationHoldings.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) indemnify, exonerate will indemnify and hold the Service Provider and harmless each of the Sponsor, its partnersaffiliates and their respective partners (both general and limited), shareholdersmembers (both managing and otherwise), members, affiliatesofficers, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and representatives (each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the such Person being an “Related PartiesIndemnified Party”) free and harmless from and against any and all actions, causes of action, suitslosses, claims, damages and liabilities, losseswhether joint or several, damages expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the “Liabilities”), related to, arising out of or in connection with the advisory and consulting services contemplated by this Agreement or the engagement of the Sponsors pursuant to, and the performance by the Sponsors of the services contemplated by, this Agreement, and any other action taken by an Indemnified Party on behalf of the Company, whether or not pending or threatened, and any other action taken by an Indemnified Party on behalf of the Company, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The Company will reimburse any Indemnified Party for all reasonable costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) as they are incurred by in connection with investigating, preparing, pursuing, defending or assisting in the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out defense of any action, cause of actionclaim, suit, arbitrationinvestigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or claim arising out ofproceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ one separate counsel at the expense of the Company and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. The Company agrees that it will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any way pending or threatened claim, suit, investigation, action or proceeding relating toto the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, (i) this Agreementcompromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, any transaction to which suit, investigation, action or proceeding. Provided the Company is a party not in breach of its indemnification obligations hereunder, no Indemnified Party shall settle or compromise any other circumstances claim subject to indemnification hereunder without the consent of the Company. The Company will not be liable under the foregoing indemnification provision with respect to any Indemnified Party, to the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct by an Indemnified Party. If an Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Liabilities in question resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. As used herein, the term “Person” shall be construed in the broadest sense and means and includes a natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and any other entity and any federal, state, municipal, foreign or other government, governmental department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal. The Company agrees that if any indemnification sought by any Indemnified Party pursuant to this Section 4 is unavailable for any reason or is insufficient to hold the Indemnified Party harmless against any Liabilities referred to herein, then the Company shall contribute to the Liabilities for which such indemnification is held unavailable or insufficient in such proportion as is appropriate to reflect the relative benefits received (iior anticipated to be received) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the transactions that gave rise to such Liabilities or, if such allocation is not permitted by applicable law, not only such relative benefits but also the relative faults of the Company, on the one hand, and the Indemnified Party, on the other hand, as well as any other equitable considerations, subject to the limitation that in any event the aggregate contribution by the Indemnified Parties to all Liabilities with respect to which contribution is available hereunder shall not exceed the fees actually received by the Sponsor in connection with the transaction which gave rise to such Liabilities (excluding any amounts paid as reimbursement of expenses). For the avoidance of doubt, any director designated by the Sponsor or any of its affiliates from time to time; provided, however, that and serving on the foregoing indemnification rights will Company’s board of directors shall not be available entitled to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each seek indemnification under this Agreement in their capacity as a director of the Indemnified Liabilities which is permissible Company, such directors instead will be entitled to indemnification provided under applicable law. For purposes of this Section 5.1, none of pursuant to the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction Company’s organizational documents, and any other contractual arrangements applicable to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationdirector.

Indemnity and Liability. Subject to Section 3.1The Companies, the Company shall (i) jointly and severally, will indemnify, exonerate and hold the Service Provider Managers, the Manager Designees and each of its their respective partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger Agreement, any transaction to which any of the Company Companies is a party or any other circumstances with respect to any of the Company Companies or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Managers or the Manager Designees to, the CompanyCompanies, or any of its their respective affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company Companies hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyCompanies, then such payments will be promptly repaid by such Indemnitee to the Company Companies without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject to Section 3.1In consideration of the execution and delivery of this Agreement by the Advisor, the Company shall (i) indemnify, exonerate hereby agrees to indemnify and hold the Service Provider Advisor and each of its members, partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the members, partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related Parties”"INDEMNITEES") free and harmless from and against any and all actual or threatened claims, actions, causes of action, suits, claims, liabilities, losses, damages liabilities and costs damages, and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ ' fees and expenses) disbursements and other litigation costs (collectively, the "INDEMNIFIED LIABILITIES"), incurred by the Related Parties Indemnitees or any of them before as a result of, or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company execution, delivery, performance, enforcement or (ii) the operations of, existence of this Agreement or the Services transactions contemplated hereby (including but not limited to any indemnification obligations assumed or Office Space provided incurred by the Service Provider to, any Indemnitee to or on behalf of the Company, or any of its affiliates from time to time; providedaccountants or other representatives, however, that the foregoing indemnification rights will not be available to the extent that agents or affiliates) except for any such Indemnified Liabilities arose on account of arising directly from such Indemnitee’s Indemnitees's gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will Indemnitees shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case liable to the extent Company or any such limitation is so determined to apply to of its affiliates for any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid act or omission suffered or taken by such Indemnitee as a result of, or arising out of, or relating to the Company without interest. The rights execution, delivery, performance, enforcement or existence of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement this Agreement or instrument to which such Indemnitee is the transactions contemplated hereby that does not constitute gross negligence or becomes a party or is or otherwise becomes a beneficiary or under law or regulationwillful misconduct.

Indemnity and Liability. Subject to Section 3.1In consideration of the execution and delivery of this Agreement by the Advisor, the Company shall (i) indemnify, exonerate hereby agrees to indemnify and hold the Service Provider Advisor and each of its members, partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the members, partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related Parties”"Indemnitees") free and harmless from and against any and all actual or threatened claims, actions, causes of action, suits, claims, liabilities, losses, damages liabilities and costs damages, and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ ' fees and expenses) disbursements and other litigation costs (collectively, the "Indemnified Liabilities"), incurred by the Related Parties Indemnitees or any of them before as a result of, or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company execution, delivery, performance, enforcement or (ii) the operations of, existence of this Agreement or the Services transactions contemplated hereby (including but not limited to any indemnification obligations assumed or Office Space provided incurred by the Service Provider to, any Indemnitee to or on behalf of the Company, or any of its affiliates from time to time; providedaccountants or other representatives, however, that the foregoing indemnification rights will not be available to the extent that agents or affiliates) except for any such Indemnified Liabilities arose on account of arising directly from such Indemnitee’s Indemnitees's gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will Indemnitees shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case liable to the extent Company or any such limitation is so determined to apply to of its affiliates for any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid act or omission suffered or taken by such Indemnitee as a result of, or arising out of, or relating to the Company without interest. The rights execution, delivery, performance, enforcement or existence of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement this Agreement or instrument to which such Indemnitee is the transactions contemplated hereby that does not constitute gross negligence or becomes a party or is or otherwise becomes a beneficiary or under law or regulationwillful misconduct.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) indemnify, exonerate and hold the Service Provider Investor, each Contributor Investor and each of its their respective partners, shareholders, members, affiliatesAffiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliatesAffiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (an “Indemnified Liability” and, collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Exchange, any transaction to which the Company is a party or any other circumstances with respect to the Company (other than any such Indemnified Liabilities to the extent such Indemnified Liabilities arise out of any breach of this Agreement or the Registration Rights Agreement by such Indemnitee or its affiliated or associated Indemnitees or other related Persons or any transaction entered into after the consummation of the closing of the Exchange or other circumstances existing after the consummation of the closing of the Exchange with respect to which the interests of such Indemnitee or its affiliated or associated Indemnitees were adverse to the interests of the Company) or (ii) the operations of, or the Services or Office Space services provided by any of the Service Provider to, Indemnitees to the Company, Company or any of its affiliates Affiliates from time to timetime (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Company or its accountants or other representatives, agents or Affiliates); provided, however, provided that the foregoing indemnification rights will shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or negligence, willful misconduct; , or fraud, and providedfurther provided that, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.17.8, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will shall be promptly repaid by such Indemnitee to the Company without interestCompany. The rights of any Indemnitee to indemnification hereunder will shall be in addition to any other rights any such person Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall in any event be liable to the Company or any of its Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence, willful misconduct, or fraud.

Indemnity and Liability. Subject Except to Section 3.1the extent caused by the negligent acts or omissions or willful misconduct of Landlord, its affiliates, and their respective employees, agents, and contractors, (a) Tenant shall indemnify and save Landlord harmless from any and all claims, damages, costs and expenses, including reasonable attorney's fees arising from Tenant's use and occupancy of the Company Property, and (b) Landlord shall not be liable, and Tenant waives all claims for damage to person or property sustained by Tenant, its employees or agents, resulting from the condition of the Property or as may result from any accident in or about the Property or which may be the result directly or indirectly from any act or neglect to the property of which the Lease is a part. Except to the extent caused by the negligent acts or omissions or willful misconduct of Landlord, its affiliates, and their employees, agents, and contractors, (i) indemnifyLandlord shall not be responsible or liable at any time for any loss or damage to Tenant's merchandise, exonerate and hold equipment, fixtures or other personal property of Tenant or Tenant's business; (ii) Landlord shall not be responsible or liable to Tenant or those claiming by, through or under Tenant for any loss or damage to either the Service Provider and each person or property of its partnersTenant that may be occasioned by or through the acts or omissions of persons occupying adjacent, shareholdersconnecting or adjoining Premises (other than the Stadium Property); (iii) Except as set forth in Section 5 hereof, membersLandlord shall not be responsible or liable for any defect, affiliateslatent or otherwise, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each in any building constituting the Property of any of the partnersequipment, shareholdersmachinery, membersutilities, affiliatesappliances or apparatus therein, directorsnor shall it be responsible or liable for any injury, officersloss or damage to any person or to any property of Tenant or other person caused or resulting from bursting, fiduciariesbreakage, managersor by or from leakage, controlling personsice, employeesrunning, independent contractors and agents backing up, seepage, or the overflow of each water or sewage in any part of the foregoing (collectivelyProperty or from any damage caused by or resulting from acts of God or the elements. In the event Landlord transfers this lease, the “Related Parties”) free except as collateral security for a loan, upon such transfer Landlord will be released from all liability and harmless from obligations under this Lease arising or accruing on and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of such transfer. The indemnities provided in this Agreement (collectively, Lease shall survive the “Indemnified Liabilities”), arising out termination or expiration of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party Lease or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationrenewals.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) indemnify, exonerate will indemnify and hold the Service Provider and harmless each of Sponsor, its partnersaffiliates and their respective partners (both general and limited), shareholdersmembers (both managing and otherwise), members, affiliatesofficers, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and representatives (each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the such Person being an “Related PartiesIndemnified Party”) free and harmless from and against any and all actions, causes of action, suitslosses, claims, damages and liabilities, losseswhether joint or several, damages expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the “Liabilities”), related to, arising out of or in connection with the advisory and consulting services contemplated by this Agreement or the engagement of Sponsor pursuant to, and the performance by Sponsor of the services contemplated by, this Agreement, and any other action taken by an Indemnified Party on behalf of the Company, whether or not pending or threatened, and any other action taken by an Indemnified Party on behalf of the Company, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The Company will reimburse any Indemnified Party for all reasonable costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) as they are incurred by in connection with investigating, preparing, pursuing, defending or assisting in the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out defense of any action, cause of actionclaim, suit, arbitrationinvestigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or claim arising out ofproceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or in any way relating tois reasonably likely to become, (i) this Agreementa party, any transaction such Indemnified Party shall have the right to which employ one separate counsel at the expense of the Company is and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a party conflict or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, potential conflict exists between the Company, or any of its affiliates from time to time; providedon the one hand, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.such

Indemnity and Liability. Subject to Section 3.1, Each of the Company shall (i) indemnify, and Holdings hereby indemnifies and agrees to exonerate and hold each of the Service Provider Managers, and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing their respective Affiliates (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages claims and costs liabilities and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement charges (collectively, the “Indemnified Liabilities”), arising out incurred by the Indemnitees or any of any actionthem as a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, any transaction to which the Company is a party Acquisition or any related transactions (other circumstances with respect to than any such indemnified liabilities that arise out any breach of the Company Unanimous Shareholders Agreement, the Registration Rights Agreement, the Family Holding Companies’ Agreement (as defined in the Unanimous Shareholders Agreement) or Subscription Agreement by such Indemnitees or its Affiliates), (ii) the operations of, or the Services or Office Space services provided by any of the Service Provider to, Managers under this Agreement to the Company, Holdings or any of their subsidiaries from time to time or (iii) the investment in Holdings (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Seller, or any of its accountants or other representatives, agents or affiliates from time in connection with the Acquisition pursuant to time; providedany and all letter agreements between Ernst & Young LLP (“E&Y”), howeverBRP, that Caisse and Xxxx Capital pursuant to which E&Y grants PricewaterhouseCoopers LLP the foregoing indemnification rights will not be available right to access certain of its working papers, or the letter agreement dated November 11, 2003 between Xxxxxxx Xxxxx Capital Corporation, UBS Loan Finance LLC and other financial institutions and the Managers relating to the extent that financing of the acquisition under the Acquisition Agreement), except for any such Indemnified Liabilities arose arising on account of (A) such Indemnitee’s gross negligence or willful misconduct; , (B) any breach by such Indemnitee of its obligations under the Unanimous Shareholders Agreement, the Registration Rights Agreement, the Family Holding Companies’ Agreement (as defined in the Unanimous Shareholders Agreement) or Subscription Agreement or (C) any duties owed by such Indemnitee to its own Affiliates (other than Holdings and providedits subsidiaries). In addition, furtherBeaudier and its Affiliates will not be entitled to indemnification hereunder with respect to any action, that if suits, claims and liabilities and out-of-pocket expenses to the extent arising out of or relating to the relationship of Beaudier or any of its Affiliates with (x) the Seller or any of its affiliates or (y) any duties owed by Beaudier or any or its Affiliates to the Family Holding Companies (as defined in the Unanimous Shareholders Agreement) or any of their respective affiliates. If and to the extent that the foregoing undertaking to indemnify may be unavailable or unenforceable for any reason, the Company and Holdings hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. (a) The Supplier warrants that it has the right to grant the Licence to the Customer. (b) Subject to Section 3.1subclause (c), the Company Supplier shall indemnify and hold harmless the Customer against any claim made against the Customer by a third party alleging that the Software infringes the copyright of that third party. (c) The Supplier shall not be liable to the Customer under subclause (a) or (b) if: (i) indemnify, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each Customer does not notify the Supplier of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents other person's claim or of each infringement of copyright within seven days after becoming aware of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or claim; (ii) the operations of, or Supplier's ability to defend the Services or Office Space provided claim has been prejudiced by the Service Provider to, the Company, or Customer's non- compliance with any of its affiliates from time obligations under this agreement; (iii) the Customer does not give the Supplier reasonable assistance in defending the claim; (iv) the claim has arisen because of the use of the Software in combination with equipment, materials or computer programs not supplied or approved by the Supplier; or (v) the Customer does not permit the Supplier to time; providedhave control of the defence of the claim and all related settlement negotiations. (d) Except in relation to liability for personal injury (including sickness and death), however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account property damage or an infringement of such Indemnitee’s gross negligence confidentiality or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reasonIntellectual Property Rights, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each liability of the Indemnified Liabilities Supplier in damages (including special, indirect or consequential damages, which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence damages will be deemed to apply absent a final non-appealable judgment include loss or revenue, loss or profit and opportunity loss) in respect of a court any act or omission of competent jurisdiction to such effectthe Supplier in connection with its obligations under this agreement will not exceed the amount (if any) equalling the amount of the Licence Fee less any reasonable expenses incurred by the Supplier, in which case even if the Supplier has been advised by the Customer as to the extent possibility of such losses being incurred. (e) In respect of any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by claim between the Companyparties under or in connection with this agreement, then such payments will be promptly repaid by such Indemnitee the parties agree that to the Company without interest. The rights maximum extent permitted by law, the operation of Part 4AA of the Wrongs Act 1958 (Vic) or of any Indemnitee laws having a similar effect in the Commonwealth and other states and territories of Australia with respect to indemnification hereunder will be in addition to any other rights any such person may proportionate liability, are excluded and have under any other agreement no application or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationeffect.

Indemnity and Liability. Subject to Section 3.1In consideration of the execution and delivery of this Agreement by Bain, the Company shall (i) hereby agrees to indemnify, exonerate and hold the Service Provider each of Bain, Xxxx Capital, Inc. and each Bain Fund, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related Parties”"Indemnitees") free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages liabilities and costs damages, and out-of-pocket expenses in connection therewith (therewith, including without limitation attorneys’ ' fees and expenses) disbursements (collectively, the "Indemnified Liabilities"), incurred by the Related Parties Indemnitees or any of them before as a result of, or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating toto the execution, (i) delivery, performance, enforcement or existence of this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that except for any such Indemnified Liabilities arose arising on account of such Indemnitee’s 's gross negligence negligence, bad faith or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will Indemnitees shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case liable to the extent Company or any such limitation is so determined to apply to of its affiliates, agents, advisors, representatives, or accountants for any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid act or omission suffered or taken by such Indemnitee to the Company without interestthat does not constitute gross negligence, bad faith or willful misconduct. The rights Indemnitees agree that none of them will enter into a settlement agreement for any Indemnitee Indemnified Liabilities without the prior Consent of the Company. The Company shall have the right to indemnification hereunder will participate in any action which shall be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationthe subject of this paragraph 4(b) at its own cost and expense.

Indemnity and Liability. Subject to Section 3.1In consideration of the ----------------------- execution and delivery of this Agreement by Saratoga, the Company shall (i) hereby agrees to indemnify, exonerate and hold the Service Provider each of Saratoga and its affiliates, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related Parties”"Indemnitees") free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages liabilities and costs damages, and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ ' fees and expenses) disbursements (collectively, the "Indemnified Liabilities"), incurred by the Related Parties Indemnitees or any of them before as a result of, or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company Recapitalization, the execution, delivery, performance, enforcement or (ii) the operations of, existence of this Agreement or the Services transactions contemplated hereby or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that thereby except for any such Indemnified Liabilities arose arising solely on account of such Indemnitee’s In demnitee's gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will Indemnitees shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case liable to the extent Company or any such limitation is so determined to apply to of its affiliates for any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid act or omission suffered or taken by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement that does not constitute gross negligence or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationwillful misconduct.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) will indemnify, exonerate and hold the Service Provider Managers, the Manager Designees and each of its their respective partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Managers or the Manager Designees to, the Company, or any of its their respective affiliates from time to time; provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject To the fullest extent permitted by law, Supplier will defend, indemnify, and hold harmless UC, its officers, employees, and agents, from and against all third party claims, losses, expenses (including, without limitation, actual and reasonable attorneys' fees and costs), damages, and liabilities of any kind resulting from or arising out of the Agreement, including the performance hereunder of Supplier, its officers, employees, agents, sub-suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control, provided such losses, expenses, damages and liabilities are due or claimed to Section 3.1be due to the negligent acts or omissions, or willful misconduct of Supplier, its officers, employees, agents, sub- suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control. UC agrees to provide Supplier with prompt notice of any such claim or action and to permit Supplier to defend any claim or action, and that UC will cooperate fully in such defense. UC retains the right to participate in the defense against any such claim or action, and the right to consent to any settlement, which consent will not unreasonably be withheld. Notwithstanding anything to the contrary herein, the Company UC shall not be entitled to indemnification to the extent the injury or damage is caused by (i) indemnify, exonerate and hold the Service Provider and each negligent acts or omissions of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or UC; (ii) use of a product or service in any manner outside the operations ofscope of the specifications or in a manner for which the product or service was not reasonably intended, or (iii) the Services use of any product or Office Space provided by the Service Provider to, the Company, service not purchased from Supplier or any of its affiliates from time to time; providedproduct or service that has been altered without Supplier’s written approval. Further, however, that the foregoing indemnification rights Supplier will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable liable for any reasonpunitive or exemplary damages or loss, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1nor any lost profits, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effectsavings or business opportunity, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Companyspecial, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement consequential, incidental or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationindirect damages.

Indemnity and Liability. Subject to Section 3.1The Company, the Company shall (i) Holdings and Parent, jointly and severally, will indemnify, exonerate and hold the Service Provider each Manager and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliatesAffiliates, directors, officers, fiduciaries, managers, members, controlling personsPersons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and damages, claims, costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) ), awards or settlements incurred by the Related Parties or any of them an Indemnitee (a “Loss”) before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim and arising out of, resulting from, or in any way relating to, : (i) this Agreement, any transaction to which the Company is a party Acquisition, the Equity Investments or the ownership thereof by the Indemnitee or its affiliate or other related person or any other circumstances with respect to the Company related transactions purchase and/or ownership of any Investor Shares or (ii) the operations of, or the Services or Office Space services provided by any of the Service Provider Managers to, the Company, Holdings or Parent or any of their respective affiliates (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Seller or any of its affiliates from time to timeaccountants or other representatives, agents or affiliates); provided, however, provided that the foregoing indemnification rights will shall not be available to the extent that (a) any such Indemnified Liabilities arose on account Losses are incurred as a result of such Indemnitee’s willful misconduct or gross negligence or willful misconduct; and provided(b) subject to the rights of contribution provided for below, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable indemnification for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under Losses would violate any applicable law, regulation or public policy. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos proviso in the immediately preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, Holdings or Parent under this Section 4(b), then such payments will shall be promptly repaid by such Indemnitee to the Company without interestCompany, Holdings or Parent, as applicable. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. If the indemnification provided for above is unavailable in respect of any Losses, then the Company, Holdings and Parent, in lieu of indemnifying an Indemnitee, shall contribute to the amount paid or payable by such Indemnitee in such proportion as is appropriate to reflect the relative fault of the Company, Holdings, Parent and their direct and indirect subsidiaries, on the one hand, and such Indemnitee, on the other hand, in connection with the actions which resulted in such Losses, as well as any other equitable considerations. None of the Indemnitees shall be liable to the Company or any of its affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute either breach of this Agreement or gross negligence or willful misconduct.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) will indemnify, exonerate and hold the Service Provider SAC Private Management and its Affiliates and each of its their respective partners, shareholdersstockholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors consultants, advisors, agents and agents representatives and each of the partners, shareholdersstockholders, members, affiliatesAffiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors consultants, advisors, agents and agents representatives of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against who is or was a party or is threatened to be made a party to or is otherwise involved in any and all actions, causes of action, suits, claimsarbitrations and claims (in each case, whether civil, criminal, administrative or investigative) (collectively, “Claims”) free and harmless from any and all liabilities, losses, damages and damages, judgments, fines, amounts paid in settlement, costs and outexpenses (including attorney fees) and Out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) Pocket Expenses incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), as a result of, arising out of any action, cause of action, suit, arbitration, investigation or claim Claim arising out of, or in any way relating to, (i) this Agreement or the transactions contemplated by the Merger Agreement, (ii) any transaction to which the Company or any of its Affiliates is a party or any other circumstances with respect to the Company or any of its Affiliates, or (iiiii) the operations of, of or the Services advice or Office Space services provided by SAC Private Management to the Service Provider to, the Company, Company or any of its affiliates Affiliates from time to time, whether pursuant to this Agreement or otherwise (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee on behalf of the Company, any of its Affiliates or any of their respective partners, stockholders, members, directors, officers, fiduciaries, managers, controlling Persons, employees, consultants, advisors, agents or representatives); provided, however, that the foregoing indemnification rights will shall not be available to an Indemnitee (i) to the extent that any such Indemnified Liabilities arose have been determined by a final and binding non-appealable determination of a court of competent jurisdiction to have arisen on account of such Indemnitee’s gross negligence fraud or willful misconduct; and provided, further, that if misconduct or (ii) where such indemnification is not permitted in accordance with applicable law. If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is to the extent permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person Person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under any applicable law or regulation. To the maximum extent permitted by law, none of the Indemnitees shall in any event be liable to the Company or any of its Affiliates (i) with respect to any act, alleged act, omission pursuant to this Agreement or (ii) for any amount that, together with all amounts paid by any of the Indemnitees hereunder, is in excess of the fees received by SAC Capital Management hereunder. The Company hereby acknowledges that the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Buyer and certain of its Affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort with respect to matters which are the subject of indemnification or advancement of expenses under this Section 4 (i.e., its obligations to the Indemnitees are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitees are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by the Indemnitees and shall be liable for the full amount of all Indemnified Liabilities to the extent legally permitted and as required by this Agreement (or any agreement between the Company and the Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of an Indemnitee against the Company. The Company also agrees that, without the prior written consent of SAC Private Management, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened Claim to which an Indemnitee is an actual or potential party and in respect of which indemnification could be sought hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnitee from all liability arising out of such Claim.

Indemnity and Liability. Subject to Section 3.1The Univision Corporations, the Company shall (i) jointly and severally, will indemnify, exonerate and hold each of the Service Provider Managers and former Managers, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger, any transaction to which the Company a Univision Corporation is a party or any other circumstances with respect to a Univision Corporation (other than any such Indemnified Liabilities to the Company extent such Indemnified Liabilities arise out of any breach of the Principal Investor Agreement, the Stockholders Agreement or the Participation, Registration Rights and Coordination Agreement by such Indemnitee or its affiliated or associated Indemnitees or any transaction entered into after the Closing Date or other circumstances existing after the Closing Date with respect to which the interests of such Indemnitee or its affiliated or associated Indemnitees were adverse to the interests of the Univision Corporations) or (ii) the operations of, or the Services or Office Space services provided by any of the Service Provider to, Managers or former Managers to the CompanyUnivision Corporations, or any of its their affiliates from time to time, whether pursuant to this Agreement or otherwise; provided, however, provided that the foregoing indemnification rights will shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company Univision Corporations hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyUnivision Corporations, then such payments will shall be promptly repaid by such Indemnitee to the Company without interestUnivision Corporations. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall in any event be liable to the Univision Corporations or any of their affiliates for any act or omission suffered or taken by such Indemnitee in connection with, relating to or arising out of this Agreement, including without limitation the services provided by such Indemnitee to any of the Univision Corporations or any of their affiliates (a) that does not constitute gross negligence or willful misconduct or (b) in excess of the fees received by the applicable Manager hereunder. If the Indemnitees related to more than one Manager or former Manager are similarly situated with respect to their interests in connection with a matter that may be an Indemnified Liability and such Indemnified Liability is not based on a Third-Party Claim, the Indemnitees may enforce their rights pursuant to this Section 4(b) with respect to such matter only with the consent of at least a majority of the Managers or former Managers whose Indemnitees are so involved. In the event that any party that was previously a Manager hereunder ceases to be a Manager in accordance with the definition thereof, the provisions hereof for the benefit of Indemnitees of such party shall inure to such Indemnitees and their successors and assigns.

Indemnity and Liability. Subject to Section 3.19.1. As used herein, the Company shall (i) indemnifyphrase, exonerate “defend, indemnify and save and hold harmless,” with respect to the Service Provider Tenant Parties shall mean: Tenant and each of its officers, partners, shareholdersdirectors, members, affiliatesemployees and agents (together with Tenant, the “Tenant Parties”) shall not be liable to Landlord or any person who has acquired an interest in the leased property, for any losses sustained or liabilities incurred, including monetary damages, as a result of any act or omission of the Tenant Parties if the acts or omissions of the Tenant Parties did not constitute gross negligence, actual fraud, or willful, wanton or reckless misconduct, or criminal misconduct (the “Tenant Conduct Standard”). The negative disposition of any action, suit or proceeding by judgment, order, settlement, conviction or plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Tenant Parties acted in a manner contrary to the Tenant Conduct Standard. 9.2. On and after the Commencement date, subject to the provisions of Section 9.1 and 9.3 hereof, the Parties (each, an “Indemnitor”) shall indemnify and hold harmless each other, their respective affiliates and any of their respective officers, partners, members, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and (each of the partnersindividually, shareholdersan “Indemnitee”), members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suitslosses, claims, damages, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ reasonable legal fees and expenses) incurred expenses which shall be paid by Indemnitor immediately upon receipt of appropriate invoices therefore), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise, which relates to, or arises out of, this Lease or the Related Parties leased property, regardless of whether the liability or expense accrued at or relates to, in whole or in part, any of them before time before, on or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to timehereof; provided, however, that Tenant shall only be required to indemnify and hold harmless the foregoing indemnification rights will Landlord Parties (as defined below) upon the breach of the Tenant Conduct Standard by any of the Tenant Parties. 9.3. Landlord and its officers, directors, partners, members, employees and agents (together with Landlord, the “Landlord Parties”) shall not be available entitled to indemnification under this Article IX with respect to any claim, issue or matter unless it has been finally adjudged in a nonappealable order that the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; Tenant Parties have breached the Tenant Conduct Standard and provided, further, that if and then only to the extent that the foregoing undertaking may be unavailable court in which such action was brought, or unenforceable for any reasonanother court of competent jurisdiction, determines upon application that, despite the Company hereby agrees to make the maximum contribution to the payment and satisfaction adjudication of each liability, in view of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none all of the circumstances described of the case, the Landlord Parties are fairly and reasonably entitled to indemnification for such liabilities and expenses as the court may deem proper. 9.4. In the event that any legal proceedings shall be instituted or any claim or demand shall be asserted by any person in respect of which payment may be sought by an Indemnitee under the provisions of this Article IX, the Indemnitee shall promptly cause written notice of the assertion of any such proceeding or claim of which it has actual knowledge to be forwarded to the Indemnitor. Upon receipt of such notice, the Indemnitor shall have the right, at its option and expense, to be represented by counsel of their choice, and to defend against, negotiate, settle or otherwise deal with any proceeding, claim or demand which relates to any loss, liability, damage or deficiency indemnified against hereunder; provided, however, that no settlement shall be made without prior written consent of the Indemnitee which shall not be unreasonably withheld and; provided further, that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. 9.5. It is the understanding and agreement of the Parties that, notwithstanding anything to the contrary herein, the Tenant Parties shall not be liable or responsible for the failure to pay or discharge Landlord’s debts and obligations relative to the leased property (except for any debts of Landlord under any obligations or contracts defined as Operating Expenses hereunder, for which Tenant agrees to pay as provided in this Lease). 9.6. On and after the Commencement date, Landlord hereby covenants and agrees to defend, indemnify and save and hold harmless, the Tenant Parties from any and all liabilities, obligations, judgments, damages, claims, and demands of any kind whatsoever in connection with or arising out of any loans, leases, guarantees, equipment financing agreements, or other contracts/agreements made and/or entered into by or with Landlord or any other person or entity which relates to, or arises out of, this Lease or the leased property where Tenant is not a party to the specific agreement, contract or other instrument (except for any debts of Landlord under any obligations or contracts defined as Operating Expenses hereunder, for which Tenant agrees to pay as provided in this Lease). 9.7. Landlord hereby covenants and agrees to defend, indemnify and save and hold harmless the Tenant Parties from any and all liabilities, obligations, judgments, damages, claims, and demands of any kind whatsoever in connection with or arising out of any leases or other obligations assumed by Landlord in its agreement to acquire the Tropicana Resort and Casino or pursuant otherwise to the Plan, from and after the termination of this Lease and further agrees not to interfere in any manner with Tenant’s performance of any obligations thereunder during the term of this Lease. 9.8. Landlord and Tenant agree that nothing contained in this Lease is intended, nor should it be construed, to result in Tenant’s assumption of any of the debts and obligations of Landlord and/or any other person or entity relative to the real and personal property used in the limitations contained operation of the Tropicana Resort and Casino (except for any debts of Landlord under any obligations or contracts defined as Operating Expenses hereunder, for which Tenant agrees to pay as provided in this Lease). 9.9. Landlord hereby covenants and agrees to defend, indemnify and save and hold harmless the two provisos in Tenant Parties from any and all wrongful termination and/or other claims resulting from the immediately preceding sentence will be deemed termination of employees at the Tropicana Resort and Casino due to apply absent a final non-appealable judgment closure of the business conducted on the leased property for any reason other than a court of competent jurisdiction breach by Tenant. 9.10. Landlord hereby covenants and agrees to such effectdefend, in which case to indemnify, and save and hold harmless the extent Tenant Parties from any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Companyand all liabilities, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights obligations, judgments, damages, claims, and demands of any Indemnitee kind whatsoever in connection with or arising out of any construction projects or other capital improvements commenced by or at the instance of Landlord, except such liabilities as may arise due to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationbreach of the Tenant Conduct Standard.

Indemnity and Liability. Subject The Company hereby indemnifies and agrees to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider each of WCAS Management, WCAS XI and each of its their respective partners, shareholders, members, affiliatesAffiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third party beneficiary of this Agreement, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and all costs and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement expenses (collectively, the “Indemnified Liabilities”), arising out incurred by the Indemnitees or any of any actionthem as a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Purchase Agreement, any Ancillary Agreement (as defined in the Purchase Agreement), the Restated Charter, the Contemplated Transactions and any other transaction to which the Company is or any of its Affiliates are a party or any other circumstances with respect to the Company related transactions or (ii) the operations of, or the Services or Office Space services provided by the Service Provider WCAS Management or its Affiliates to, any of the Company, Company or its Affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any of the Company or any of its affiliates from time to time; providedaccountants or other representatives, however, that the foregoing indemnification rights will not be available to the extent that agents or Affiliates) except for any such Indemnified Liabilities arose on account of arising from such Indemnitee’s gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which that is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will shall be promptly repaid by such Indemnitee to the Company without interestCompany. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Company hereby agrees that it is the indemnitor of first resort (i.e., the obligations of the Company under the certificate of incorporation of the Company, or any other agreement that any of the Company may have with the Indemnitees are primary and any obligation of WCAS Management or WCAS XI (or any of their respective Affiliates other than the Company) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessment and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitee are secondary), and if WCAS Management or WCAS XI (or any Affiliate thereof other than the Company) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification obligation (whether pursuant to any other contract, any organizational document or otherwise) with any Indemnitee, then (i) WCAS Management or WCAS XI (or such Affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall reimburse WCAS Management or WCAS XI (or such Affiliate) for the payments actually made. The Company hereby unconditionally and irrevocably waives, relinquishes and releases (and covenants and agrees not to exercise, and to cause each Affiliate of the Company not to exercise), any claims or rights that the Company may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of one of the Company’s obligations under this Agreement or under any indemnification obligation (whether pursuant to any other contract, any organizational document or otherwise), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Indemnitee against any other Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right. None of the Indemnitees will be liable to the Company or any of its Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute willful misconduct.

Indemnity and Liability. Subject to Section 3.1In consideration of the execution and delivery of this Agreement by BCM, the Company shall (i) hereby agrees to indemnify, exonerate and hold the Service Provider and each of BCM, and its partners, members, shareholders, membersaffiliates, affiliatespersons for which they are acting as nominees, trustees, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, members, shareholders, membersaffiliates, affiliatestrustees, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnities”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages liabilities and costs damages, and out-of-pocket expenses in connection therewith (therewith, including without limitation attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement disbursements (collectively, the “Indemnified Liabilities”), arising out incurred by the Indemnities or any of any actionthem as a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company execution, delivery, performance, enforcement or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any existence of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that this Agreement except for any such Indemnified Liabilities arose arising on account of such Indemnitee’s gross negligence or any of the Indemnities’ willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will Indemnities shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee liable to the Company without interest. The rights or any of its affiliates for any Indemnitee to indemnification hereunder will be in addition to any other rights any act or omission suffered or taken by such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationIndemnity that does not constitute willful misconduct.

Indemnity and Liability. Subject (a) The Company hereby indemnifies, defends and agrees to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider Advisor and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages claims and costs liabilities and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement charges (collectively, the “Indemnified Liabilities”), arising out incurred by the Indemnitees or any of any actionthem as a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (iA) this Agreement, any transaction to which the Company is a party Acquisition or any other circumstances with respect to the Company related transactions or (iiB) the operations of, or the Services or Office Space services provided by the Service Provider to, Advisor to the CompanyCompany Group or its affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any member of the Company Group, or any of its affiliates from time to time; providedaccountants or other representatives, however, that the foregoing indemnification rights will not be available to the extent that agents or affiliates) except for any such Indemnified Liabilities arose arising on account of such Indemnitee’s gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes Save as set out in any express agreement entered into after the date of this Section 5.1Agreement, none of the circumstances described Indemnitees shall be liable to the Company or any of its affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct. (b) Notwithstanding anything to the contrary contained herein or in the limitations contained articles of association, certificate of incorporation, bylaws or any other organizational documents of any member of the Company Group, the Company acknowledges and agrees that although under certain circumstances certain Inxxxxxxxxx xay be entitled to indemnification and expense advancement and/or reimbursement from affiliates of such Indemnitee (including without limitation, the general partner, management company or their respective affiliates of any Indemnitee) (collectively, “Related Parties”) in connection with claims made against any such Indemnitee, the two provisos in obligations of the immediately preceding sentence Company hereunder and/or under the articles of association, certificate of incorporation, bylaws, any director indemnification agreement or other organizational documents of the Company with respect to any claim by an Indemnitee are primary to any obligations of any Related Party with respect thereto and the Indemnitee will not be deemed obligated to apply absent a final non-appealable judgment seek indemnification from or expense advancement or reimbursement by any Related Party with respect to any claim. In addition: (A) the Company, on behalf of a court itself, the other members of competent jurisdiction the Company Group and any insurers providing liability insurance, hereby waives any rights of contribution or subrogation or any other right from or against each and every Related Party and every insurer providing liability insurance to any Related Party and/or any Indemnitee with respect to any claim and (B) the Company acknowledges and agrees that if any Related Party provides indemnification, expense advancement, expense reimbursement or otherwise to an Indemnitee with respect to any liabilities, including Indemnified Liabilities, such effect, in which case Related Party(ies) shall be subrogated to the extent of such payment to all rights of recovery of Indemnitee under this Agreement or the articles of association, certificate of incorporation, bylaws, any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by director indemnification agreement or other organizational documents of the Company, then such payments will be promptly repaid by such Indemnitee to as applicable. Each of the Indemnitees and Related Parties is an intended third party beneficiary of this Section 6(b) and the Company without interest. The rights of agrees to take such further action as may be requested by any Indemnitee or Related Party to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationeffectuate the contractual arrangement between the Company and the Indemnitees and Related Parties as set forth herein.

Indemnity and Liability. Subject to Section 3.1In consideration of the execution and delivery of this Agreement by THL, the Company shall (i) hereby agrees to indemnify, exonerate and hold the Service Provider THL, and each of its partnersaffiliates, shareholdersowners, members, affiliatesprincipals, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, membersaffiliates, affiliatesowners, principals, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related Parties”"Indemnitees") free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages liabilities and costs damages, and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ ' fees and expenses) disbursements (collectively, the ("Indemnified Liabilities"), incurred by the Related Parties Indemnitees or any of them before as a result of, or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company Recapitalization, the execution, delivery, performance, enforcement or (ii) the operations of, existence of this Agreement or the Services transactions contemplated hereby or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that thereby except for any such Indemnified Liabilities arose arising on account of such Indemnitee’s 's gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will Indemnitees shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case liable to the extent Company or any such limitation is so determined to apply to of its affiliates for any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid act or omission suffered or taken by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement that does not constitute gross negligence or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationwillful misconduct.

Indemnity and Liability. Subject to Section 3.1The Clear Channel Corporations, the Company shall (i) jointly and severally, will indemnify, exonerate and hold each of the Service Provider Managers and former Managers, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger, any transaction to which the Company a Clear Channel Corporation is a party or any other circumstances with respect to the Company a Clear Channel Corporation or (ii) the operations of, or the Services or Office Space services provided by any of the Service Provider to, Managers or former Managers to the CompanyClear Channel Corporations, or any of its their affiliates from time to time, whether pursuant to this Agreement or otherwise (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any Clear Channel Corporation or any of their accountants or other representatives, agents or affiliates); provided, however, provided that the foregoing indemnification rights will shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; , and providedfurther provided that, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company Clear Channel Corporations hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos first proviso in the immediately preceding sentence will (i.e., an Indemnitee’s gross negligence or willful misconduct) shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyClear Channel Corporations, then such payments will shall be promptly repaid by such Indemnitee to the Company without interestClear Channel Corporations. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall in any event be liable to the Clear Channel Corporations or any of their affiliates for any act or omission suffered or taken by such Indemnitee in connection with, relating to or arising out of this Agreement, including without limitation the services provided by such Indemnitee to any of the Clear Channel Corporations or any of their affiliates (a) that does not constitute gross negligence or willful misconduct or (b) in excess of the fees received by the applicable Manager hereunder. If the Indemnitees related to more than one Manager or former Manager are similarly situated with respect to their interests in connection with a matter that may be an Indemnified Liability and such Indemnified Liability is not based on a Third-Party Claim, the Indemnitees may enforce their rights pursuant to this Section 4(b) with respect to such matter only with the consent of at least a majority of the Managers or former Managers whose Indemnitees are so involved. In the event that any party that was previously a Manager hereunder ceases to be a Manager in accordance with the definition thereof, the provisions hereof for the benefit of Indemnitees of such party shall inure to such Indemnitees and their successors and assigns.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) indemnify, exonerate will indemnify and hold the Service Provider and harmless each of the Sponsor, its partnersaffiliates and their respective partners (both general and limited), shareholdersmembers (both managing and otherwise), members, affiliatesofficers, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and representatives (each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”such Person being an "Indemnified Party") free and harmless from and against any and all actions, causes of action, suitslosses, claims, damages and liabilities, losseswhether joint or several, damages expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the "Liabilities"), related to, arising out of or in connection with the advisory and consulting services contemplated by this Agreement or the engagement of the Sponsors pursuant to, and the performance by the Sponsors of the services contemplated by, this Agreement, and any other action taken by an Indemnified Party on behalf of the Company, whether or not pending or threatened, and any other action taken by an Indemnified Party on behalf of the Company, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The Company will reimburse any Indemnified Party for all reasonable costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ ' fees and expenses) as they are incurred by in connection with investigating, preparing, pursuing, defending or assisting in the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out defense of any action, cause of actionclaim, suit, arbitrationinvestigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or claim arising out ofproceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ one separate counsel at the expense of the Company and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. The Company agrees that it will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any way pending or threatened claim, suit, investigation, action or proceeding relating toto the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, (i) this Agreementcompromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, any transaction to which suit, investigation, action or proceeding. Provided the Company is a party not in breach of its indemnification obligations hereunder, no Indemnified Party shall settle or compromise any other circumstances claim subject to indemnification hereunder without the consent of the Company. The Company will not be liable under the foregoing indemnification provision with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.any

Indemnity and Liability. Subject to Section 3.1In consideration of the execution and delivery of this Agreement by THL, the Company shall (i) hereby agrees to indemnify, exonerate and hold the Service Provider each of THL, and its affiliates, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related Parties”"Indemnitees") free and harmless from fro m and against any and all actions, causes of action, suits, claims, liabilities, losses, damages liabilities and costs damages, and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ ' fees and expenses) disbursements (collectively, the "Indemnified Liabilities"), incurred by the Related Parties Indemnitees or any of them before as a result of, or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company Recapitalization, the execution, delivery, performance, enforcement or existence of this Agreement or the transactions contemplated hereby or thereby (ii) the operations ofincluding but not limited to any indemnification obligation assumed or incurred by any Indemnitee to or on behalf of TRW, or the Services its accountants or Office Space provided by the Service Provider toother representatives, the Company, agents or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that affiliates) except for any such Indemnified Liabilities arose arising on account of such Indemnitee’s 's gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will Indemnitees shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case liable to the extent Company or any such limitation is so determined to apply to of its affiliates for any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid act or omission suffered or taken by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement that does not constitute gross negligence or instrument to which such Indemnitee is willful gross negligence or becomes a party or is or otherwise becomes a beneficiary or under law or regulationmisconduct.

Indemnity and Liability. Subject to Section 3.1, the Company shall (i) will indemnify, exonerate and hold the Service Provider Consultant, TPG and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties or any of them Indemnitees before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) to this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, Agreement or the Services or Office Space Consulting Services; provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemniteelndemnitee’s gross negligence or willful misconduct; misconduct or breach of this Agreement, and providedprovided further that, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1Xxxxxxx 0, none xxxx of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee lndemnitee to the Company without interestCompany. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) indemnify, exonerate will indemnify and hold harmless the Service Provider Sponsor, its affiliates and each of its partnerstheir respective partners (both general and limited), shareholdersmembers (both managing and otherwise), members, affiliatesofficers, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and representatives (each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”such person or entity being an "INDEMNIFIED PARTY") free and harmless from and against any and all actions, causes of action, suitslosses, claims, damages and liabilities, losseswhether joint or several, damages expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the "LIABILITIES"), related to, arising out of or in connection with (i) the advisory and consulting services contemplated by this Agreement or the engagement of the Sponsor pursuant to, and the performance by the Sponsor of the services contemplated by, this Agreement, or (ii) any other action taken by an Indemnified Party on behalf of the Company, whether or not pending or threatened, or any other action taken by an Indemnified Party on behalf of the Company, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company, except, in the case of this clause (ii), to the extent that it is finally determined by a court of competent jurisdiction that such Liabilities result solely from either a breach by an Indemnified Party of its fiduciary duties or a breach by an Indemnified Party of a contractual obligation. The Company will reimburse any Indemnified Party for all reasonable costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ ' fees and expenses) as they are incurred by in connection with investigating, preparing, pursuing, defending or assisting in the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out defense of any action, cause of actionclaim, suit, arbitrationinvestigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or claim arising out ofproceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Company and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. The Company agrees that it will not, without the prior written consent of the applicable Indemnified Party (which such consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in any way pending or threatened claim, suit, investigation, action or proceeding relating toto the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, (i) this Agreementcompromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, any transaction to which suit, investigation, action or proceeding. Provided the Company is a party not in breach of its indemnification obligations hereunder, no Indemnified Party shall settle or compromise any other circumstances claim subject to indemnification hereunder without the consent of the Company (which such consent shall not be unreasonably withheld). The Company will not be liable under the foregoing indemnification provision with respect to the Company or (ii) the operations ofany Indemnified Party, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct; and providedmisconduct by an Indemnified Party. If an Indemnified Party is reimbursed hereunder for any expenses, further, that if and such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the foregoing undertaking may be Liabilities in question resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. The Company agrees that if any indemnification sought by any Indemnified Party pursuant to this Section 4 is unavailable for any reason or is insufficient to hold the Indemnified Party harmless against any Liabilities referred to herein, then the Company shall contribute to the Liabilities for which such indemnification is held unavailable or unenforceable for any reason, insufficient in such proportion as is appropriate to reflect the Company hereby agrees relative benefits received (or anticipated to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made received) by the Company, then on the one hand, and the Indemnified Party, on the other hand, in connection with the transactions which gave rise to such payments will be promptly repaid Liabilities or, if such allocation is not permitted by applicable law, not only such Indemnitee relative benefits but also the relative faults of the Company, on the one hand, and the Indemnified Party, on the other hand, as well as any other equitable considerations, subject to the Company without interest. The rights of limitation that in any Indemnitee event the aggregate contribution by the Indemnified Parties to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument all Liabilities with respect to which contribution is available hereunder shall not exceed the fees actually received by the Sponsor in connection with the transaction which gave rise to such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationLiabilities (excluding any amounts paid as reimbursement of expenses).

Indemnity and Liability. Subject to Section 3.1In consideration of the execution and delivery of this Agreement by Bain and the provision of the Equity Investments by the Bain Funds, the Company shall (i) hereby agrees to indemnify, exonerate and hold the Service Provider each of Bain, Xxxx Capital, Inc. and each Bain Fund, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related Parties”"Indemnitees") free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages liabilities and costs damages, and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ ' fees and expenses) disbursements (collectively, the "Indemnified Liabilities"), incurred by the Related Parties Indemnitees or any of them before as a result of, or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company Recapitalization, the execution, delivery, performance, enforcement or (ii) the operations of, existence of this Agreement or the Services transactions contemplated hereby (including but not limited to any indemnification obligations assumed or Office Space provided incurred by the Service Provider to, the Companyany Indemnitee to or on behalf of Seller, or any of its affiliates from time to time; providedaccountants or other representatives, however, that the foregoing indemnification rights will not be available to the extent that agents or affiliates) except for any such Indemnified Liabilities arose arising on account of such Indemnitee’s 's gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will Indemnitees shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case liable to the extent Company or any such limitation is so determined to apply to of its affiliates for any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid act or omission suffered or taken by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement that does not constitute gross negligence or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationwillful misconduct.

Indemnity and Liability. Subject to Section 3.1The BCT-Dunkin’ Brands Corporations, the Company shall (i) jointly and severally, will indemnify, exonerate and hold each of the Service Provider Managers, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Acquisition, any transaction to which the Company a BCT-Dunkin’ Brands Corporation is a party party, or any other circumstances with respect to the Company a BCT-Dunkin’ Brands Corporation or (ii) the operations of, or the Services or Office Space services provided by any of the Service Provider Managers to, the CompanyBCT-Dunkin’ Brands Corporations, or any of their affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Sellers, or any of its affiliates from time to timeaccountants or other representatives, agents or affiliates); provided, however, provided that the foregoing indemnification rights will shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; , and providedfurther provided that, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company BCT-Dunkin’ Brands Corporations hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.previously

Indemnity and Liability. Subject to Section 3.1In consideration of the execution and delivery of this Agreement by BCM, the Company shall (i) hereby agrees to indemnify, exonerate and hold the Service Provider and each of BCM, and its partners, members, shareholders, membersaffiliates, affiliatespersons for which they are acting as nominees, trustees, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, members, shareholders, membersaffiliates, affiliatestrustees, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related Parties”"Indemnities") free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages liabilities and costs damages, and out-of-pocket expenses in connection therewith (therewith, including without limitation attorneys’ ' fees and expenses) disbursements (collectively, the "Indemnified Liabilities"), incurred by the Related Parties Indemnities or any of them before as a result of, or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company execution, delivery, performance, enforcement or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any existence of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that this Agreement except for any such Indemnified Liabilities arose arising on account of such Indemnitee’s gross negligence or any Indemnity's willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will Indemnities shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee liable to the Company without interest. The rights or any of its affiliates for any Indemnitee to indemnification hereunder will be in addition to any other rights any act or omission suffered or taken by such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationIndemnity that does not constitute willful misconduct.

Indemnity and Liability. Subject to Section 3.1(a) The Supplier indemnifies the Indemnified Parties and the Purchaser and its Personnel against any liability, the Company shall loss, damage or expense (including legal expenses on a full indemnity basis) arising directly or indirectly from or in connection with:‌ (i) indemnify, exonerate and hold the Service Provider and each any breach of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred warranty by the Related Parties or Supplier; (ii) any of them before or after the date breach of this Agreement by the Supplier; (collectivelyiii) any wilful, unlawful or negligent act or omission by the “Indemnified Liabilities”)Supplier or its Personnel; (iv) any injury, arising out illness or death of any actionperson caused or contributed to by the Supplier or its Personnel; (v) any property loss or damage caused or contributed to by the Supplier or its Personnel; (vi) any penalty imposed for breach of Law in connection with the performance of the Works by the Supplier or its Personnel; (vii) loss or damage to any plant, cause equipment, tools, appliances or other property owned, rented or hired by the Supplier or its Personnel and used in relation to this Agreement; (viii) any infringement of action, suit, arbitration, investigation IP Rights by the Supplier or claim arising out of, its Personnel or in any way relating to, (i) Claim that the Goods or any part or whole of the Works or the Purchaser’s use of the Goods as contemplated by this Agreement, infringe the IP Rights of any transaction third party; (ix) any liens or charges (including any charges lodged under the Chapter 4 of the Security of Payment Act) which are exercised or lodged as a consequence of the Supplier's failure to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations ofpay, or the Services or Office Space provided by the Service Provider delay in making payments to, the Company, or any of its affiliates from time Personnel; (x) any suspension of a subcontractor of Works under section 98 of the Security of Payment Act; (xi) any breach by the Supplier of clause 19, including any fines or penalties imposed by an Authority; (xii) any breach by the Supplier of clause 20 or the WH&S Act; and (xiii) any Claim, action, demand or proceeding by a third party against the Purchaser caused or contributed to time; provided, however, by the Supplier or its Personnel. (b) The Supplier’s liability under the indemnity in clause 27(a) to a party referred to in that the foregoing indemnification rights clause will not be available reduced proportionally to the extent only that any such Indemnified Liabilities arose on account a negligent act or omission of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and party has contributed to the extent that the foregoing undertaking may be unavailable liability, loss, damage or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationexpense.

Indemnity and Liability. Subject to Section 3.121.1 The Supplier shall defend, the Company shall (i) indemnify, exonerate and hold the Service Provider Bank, the Company, and all Bank Affiliates, and all of their respective directors, agents, employees, direct and indirect officers, and each of its partnerstheir successors and assigns (each, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the an “Related PartiesIndemnified Party”) free and harmless from and against any and all actions, causes of action, suits, third party claims, liabilitiesdamages (including taxes), losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expensescosts of investigation and litigation), and liabilities arising out of or resulting to: (i) incurred the Supplier’s performance of its obligations under this Agreement, provided that any such claim, damage, loss, expense, or liability: (a) is attributable to bodily injury, sickness, disease, or death, or injury to or destruction of tangible property; or (b) is caused in whole or in part by the Related Parties negligent or willful act or omission of Supplier or any Supplier Personnel, and anyone for whose acts any of them before may be liable; (ii) any incident resulting in a data breach or after compromising data integrity, and any costs for the date prevention of any such future incidents, including but not limited to, any costs of data recovery, system restoration, data monitoring, third party liability, government imposed actions, or penalties, notification to affected individuals, credit monitoring for affected individuals, or other measures reasonably requested by the Bank to protect the compromised information and continuity of its business operations; (iii) any breach of the confidentiality obligations in Section 8; or (iv) any violation, in whole or part, of an applicable law, regulation, ordinance, or rule related to, or in the performance of Services under this Agreement (collectivelyAgreement. 21.2 The Bank shall notify the Supplier promptly of the claim for which indemnification is sought, provided that any failure or delay in giving such notice shall not relieve the Supplier of its indemnification obligations except, and then only to the extent, the “Indemnified Liabilities”)Supplier is prejudiced by the failure or delay. The Supplier shall keep attorneys representing the Bank and the Company informed and shall promptly provide them with copies of all documents filed or served in connection with any such claim. The Supplier shall defend at the Supplier’s own expense any such suit, arising out claim, proceeding, or investigation and the Bank will cooperate with the Supplier in the defense of any actionclaim. The Bank and the Company shall be entitled, cause at its option, to control or participate in the investigation and defense of action, any such suit, arbitrationclaim, investigation or claim arising out ofproceeding and shall have final approval of any settlement that imposes liability or obligations on the Bank. Notwithstanding the foregoing, the Supplier shall not settle, compromise, or in any way relating to, (i) this Agreement, other manner dispose of any transaction claim for which and Indemnified Party is entitled to which be indemnified by Supplier unless the Company is settlement includes a party or any other circumstances with respect to full and final release of all claims against the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, Bank and/or the Company, and imposes no liability or obligation on the Bank and/or the Company not expressly accepted by the Bank and/or the Company in writing. The indemnification obligations set forth in this Section 21 are not limited in any way by any limitation on compensation or benefits payable by or for the Supplier or any subcontractor under workers’ compensation statutes, disability benefit acts, or other employee benefit acts. 21.3 The Company shall defend, indemnify, and hold the Supplier and all Supplier affiliates, and all of its affiliates their respective directors, agents, employees, direct and indirect officers, and each of their successors and assigns harmless from time to time; providedand against all third party claims, howeverdamages (including taxes), that losses, costs and expenses (including attorneys’ fees and costs of investigation and litigation), and liabilities arising out of or resulting from the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such IndemniteeCompany’s gross negligence or willful misconduct; . 21.4 The Company acknowledges and provided, further, agrees that if and to it shall not take any actions inconsistent with the extent interpretation that the foregoing undertaking may Supplier, Supplier Personnel and the Supplier’s affiliates shall each be unavailable or unenforceable for any reason, “Related Parties” of the Company hereby agrees to make in its capacity as Lender under each Co-Lender Agreement entered into by the maximum contribution to Company in connection with the payment and satisfaction of each Main Street Facilities, including for purposes of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none benefits of the circumstances described indemnification provisions of Section 6.02 and the other provisions of such Co-Lender Agreement, in each case from and after the limitations contained Agreement Date in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction relation to such effectCo- Lender Agreement. 21.5 Excluding Supplier’s indemnification obligations for third party claims, in which case or damages resulting from Supplier’s gross negligence, bad faith or willful misconduct, Supplier shall not be liable to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee the Bank, or their respective Affiliates, successors, and assigns for (a) damages in excess of the total amount of the fees paid to the Company without interest. The rights Supplier under all Statements of Work under this Agreement (including any extensions or renewals thereof), or (b) consequential, indirect or punitive damages, damages for lost profits or opportunities or other like damages or claims of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationkind.

Indemnity and Liability. Subject to Section 3.1The LifeCare Corporations, the Company shall (i) jointly and severally, will indemnify, exonerate and hold the Service Provider Manager, and each of its partners, shareholders, members, affiliatesaffiliates (other than Holdings and its subsidiaries), directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliatesaffiliates (other than Holdings and its subsidiaries), directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Stockholders Agreement, the Registration Rights Agreement, the Acquisition, any transaction to which the Company a LifeCare Corporation is a party or any other circumstances with respect to the Company a LifeCare Corporation or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Manager to, the Company, LifeCare Corporations or any of its their respective affiliates from time to timetime (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Representative (as defined in the Merger Agreement) or any former securityholder of LifeCare Holdings, the debt financers of the LifeCare Corporations or any of their respective accountants or other representatives, agents or affiliates); provided, however, provided that the foregoing indemnification rights will shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; , and providedfurther provided that, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company LifeCare Corporations hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.permissible

Indemnity and Liability. Subject to Section 3.1The SunGard Corporations, the Company shall (i) jointly and severally, will indemnify, exonerate and hold each of the Service Provider Managers and former Managers, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger, any transaction to which the Company a SunGard Corporation is a party or any other circumstances with respect to a SunGard Corporation (other than any such Indemnified Liabilities to the Company extent such Indemnified Liabilities arise out of any breach of the Principal Investor Agreement, the Participation, Registration Rights and Coordination Agreement, the Stockholders Agreement or the Subscription Agreement by such Indemnitee or its affiliated or associated Indemnitees or any transaction entered into after the Closing Date or other circumstances existing after the Closing Date with respect to which the interests of such Indemnitee or its affiliated or associated Indemnitees were adverse to the interests of the SunGard Corporations) or (ii) the operations of, or the Services or Office Space services provided by any of the Service Provider to, Managers or former Managers to the CompanySunGard Corporations, or any of its their affiliates from time to time, whether pursuant to this Agreement or otherwise; provided, however, provided that the foregoing indemnification rights will shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; , and providedfurther provided that, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company SunGard Corporations hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanySunGard Corporations, then such payments will shall be promptly repaid by such Indemnitee to the Company without interestSunGard Corporations. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall in any event be liable to the SunGard Corporations or any of their affiliates for any act or omission suffered or taken by such Indemnitee in connection with, relating to or arising out of this Agreement, including without limitation the services provided by such Indemnitee to any of the SunGard Corporations or any of their affiliates (a) that does not constitute gross negligence or willful misconduct or (b) in excess of the fees received by the applicable Manager hereunder. If the Indemnitees related to more than one Manager or former Manager are similarly situated with respect to their interests in connection with a matter that may be an Indemnified Liability and such Indemnified Liability is not based on a Third-Party Claim, the Indemnitees may enforce their rights pursuant to this Section 4(b) with respect to such matter only with the consent of at least a majority of the Managers or former Managers whose Indemnitees are so involved. In the event that any party that was previously a Manager hereunder ceases to be a Manager in accordance with the definition thereof, the provisions hereof for the benefit of Indemnitees of such party shall inure to such Indemnitees and their successors and assigns.

Indemnity and Liability. Subject to Section 3.1, the Company a) Institution shall (i) indemnify, exonerate indemnify Satellite Institution and hold the Service Provider Satellite Investigator and each of its partners, shareholders, members, affiliates, its/his/her respective directors, officers, fiduciaries, managers, controlling personstrustees, employees, independent contractors staff, agents (including the applicable REB), and agents representatives and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and save them harmless from and against any and all liability, all manner of actions, causes of action, suits, claims, liabilities, losses, damages demands and costs whatsoever arising from any third party claims relating to actions or omissions to the extent that they arise from the actions of personnel, representatives, employees or agents of Institution (explicitly excluding Investigator) in carrying out the terms and out-of-pocket expenses arrangements set out in, or otherwise in connection therewith with, this Agreement, where such actions or omissions are negligent or constitute wilful misconduct. b) Satellite Institution shall indemnify the Institution and Investigator and its/his/her respective directors, officers, trustees, employees, staff, agents (including attorneys’ fees the applicable REB), and expensesrepresentatives and save them harmless from all liability, all manner of actions, causes of action, suits, claims, demands and costs whatsoever arising from any third party claims relating to actions or omissions to the extent that they arise from the actions of the personnel, representatives, employees, agents and students of Satellite Institution in carrying out the terms and arrangements set out in, or otherwise in connection with, this Agreement, where such actions or omissions are negligent or constitute wilful misconduct. This indemnity shall apply to each indemnitee individually as if it had been given to that indemnity separately. c) incurred by Neither party shall in any event be liable for special, indirect, incidental or consequential damages, including exemplary or consequential damages, even if such party has been advised of the Related Parties or any possibility of them before or after such damages. Each party has a duty to mitigate the date of damages that would otherwise be recoverable from the other party pursuant to this Agreement (collectively, by taking appropriate and commercially reasonable actions to reduce or limit the “Indemnified Liabilities”), amount of such damages. d) The Parties hereto agree to reasonably cooperate with each other in the defense of any third- party action arising out of the performance of the Study, including providing each other with prompt notice of any such action and copies of all material documents. The Parties further agree that they each have the right to retain their own legal counsel to defend any such action, cause . e) The Parties agree that any indemnification provided by a third-party Sponsor to a Study shall be covered in the Statement of action, suit, arbitration, investigation or claim arising out of, or Work. OR Except as otherwise provided in any way relating tothis Agreement, (i) this AgreementEach Party assumes its/his/her own liability for any costs, any transaction suits or claims on account of injuries (including death) to which persons participating in the Company is a party Study or any other circumstances with respect damage to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available property to the extent that such injuries or damage arise as a result of its/his/her activities in the course of the Study or the activities of those for whom in law it/he/she is responsible; and (ii) No Party or its trustees, directors, officers, employees, and agents (the “First Party”) shall be liable to any such Indemnified Liabilities arose on account of such Indemnitee’s gross other Party (the “Second Party”) for any costs, suits, or claims made by the Second Party or made against the Second Party except to the extent caused by negligence or willful misconduct; and provided, further, that if and to misconduct of the extent that part of the foregoing undertaking may First Party. No Party shall be unavailable or unenforceable responsible for any reasonlost profits, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1lost opportunities, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made or other indirect or consequential damages suffered by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationanother Party.

Indemnity and Liability. Subject to Section 3.1In consideration of the execution and delivery of this Agreement by THL, the Company shall (i) hereby agrees to indemnify, exonerate and hold the Service Provider each of THL, and its affiliates, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related Parties”"Indemnitees") free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages liabilities and costs damages, and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ ' fees and expenses) disbursements (collectively, the "Indemnified Liabilities"), incurred by the Related Parties Indemnitees or any of them before as a result of, or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating toto the Recapitalization, (i) this the Merger, the execution, delivery, performance, enforcement or existence of the Prior Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, this Agreement or the Services transactions contemplated hereby or Office Space provided by the Service Provider tothereby, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that except for any such Indemnified Liabilities arose arising on account of such Indemnitee’s 's gross negligence or willful misconduct; , and provided, further, that if and to the extent 4 that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will Indemnitees shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case liable to the extent Company or any such limitation is so determined to apply to of its affiliates for any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid act or omission suffered or taken by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement that does not constitute gross negligence or instrument to which such Indemnitee is willful gross negligence or becomes a party or is or otherwise becomes a beneficiary or under law or regulationmisconduct.

Indemnity and Liability. Subject to Section 3.1The Companies, the Company shall (i) jointly and severally, will indemnify, exonerate and hold the Service Provider Managers, the Manager Designees and each of its their respective partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third party beneficiary of this Agreement, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including without limitation reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim (whether between the relevant Indemnitee and any of the Companies or involving a third party claim against the relevant Indemnitee) arising out of, or in any way relating to, to (i) this Agreement, the Merger Agreement, any transaction to which any of the Company Companies is a party or any other circumstances with respect to any of the Company Companies or (ii) the operations of, or the Services or Office Space services provided by any of the Service Provider Managers or the Manager Designees to, the CompanyCompanies, or any of its their respective affiliates from time to time; provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, each of the Company Companies hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyCompanies, then such payments will be promptly repaid by such Indemnitee to the Company Companies without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation; provided that (i) the Companies hereby agree that they are the indemnitors of first resort under this Agreement and under any other applicable indemnification agreement (i.e., their obligations to Indemnitees under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to such Indemnitees are primary and any obligation of any Manager (or any affiliate thereof other than a Company) to provide advancement or indemnification for the Indemnified Liabilities incurred by Indemnitees are secondary), and (ii) if any Manager (or any affiliate thereof) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with any Indemnitee, then (x) such Manager (or such affiliate, as the case may be) shall be fully subrogated to all rights of such Indemnitee with respect to such payment and (y) the Companies shall fully indemnify, reimburse and hold harmless such Manager (or such other affiliate) for all such payments actually made by such Manager (or such other affiliate) and irrevocably waive, relinquish and release the Managers for contribution, subrogation or any other recovery of any kind in respect of any advancement of expenses or indemnification hereunder.

Indemnity and Liability. Subject The Company hereby indemnifies and agrees to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider Manager, each Affiliated Fund, and each of its partnerstheir respective former, shareholderscurrent or future, members, affiliates, direct or indirect directors, officers, fiduciariesemployees, managersagents, advisors and affiliates, each former, current or future, direct or indirect holder of any equity interests or securities of the Manager or any Affiliated Fund (whether such holder is a limited or general partner, member, stockholder or otherwise), each former, current or future assignee of the Manager or any Affiliated Fund and each former, current or future director, officer, employee, agent, advisor, general or limited partner, manager, member, stockholder, affiliate, controlling personsperson, employees, independent contractors representative and agents and each assignee of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each any of the foregoing (each such person or entity, a “Related Person”) (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger, any transaction to which the Company or any of its affiliates is a party party, or any other circumstances with respect to the Company or any of its affiliates or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Manager to, the Company, or any of its affiliates from time to time; providedtime (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Company, howeveror any of its accountants or other representatives, that the foregoing indemnification rights will not be available to the extent that agents or affiliates) except for any such Indemnified Liabilities arose on account of arising from such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if . If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which that is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence “gross negligence or willful misconduct” will be deemed to apply absent have occurred only if so found in a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation of the foregoing limitations is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will shall be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.the

Indemnity and Liability. Subject to Section 3.1The Company indemnifies, exonerates and holds each of the Company shall (i) indemnifyShareholders, exonerate and hold the Service Provider and each of its their respective partners, shareholders, members, affiliatesAffiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before before, on or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, Agreement and the transactions contemplated hereby (other than any transaction to which the Company is a party or any other circumstances with respect such Indemnified Liabilities to the Company extent that such Indemnified Liabilities arise out of any breach by such Indemnitee or its associated or affiliated Indemnitees or other related Persons as determined by a court of competent jurisdiction in a final nonappealable judgment of this Agreement), (ii) the Indemnitee’s status as a shareholder of the Company, or (iii) operations of, or the Services or Office Space services provided by any of the Service Provider Indemnitees to, the Company, Company or any of its affiliates Group Entity from time to time; provided, however, provided that the foregoing indemnification rights will shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; , and providedfurther provided that, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) indemnify, exonerate will indemnify and hold harmless the Service Provider Sponsor, its affiliates and each of its partnerstheir respective partners (both general and limited), shareholdersmembers (both managing and otherwise), members, affiliatesofficers, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and representatives (each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”such Person being an "Indemnified Party") free and harmless from and against any and all actions, causes of action, suitslosses, claims, damages and liabilities, losseswhether joint or several, damages expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the "Liabilities"), related to, arising out of or in connection with the advisory and consulting services contemplated by this Agreement or the engagement of the Sponsor pursuant to, and the performance by the Sponsor of the services contemplated by, this Agreement, and any other action taken by an Indemnified Party on behalf of the Company, whether or not pending or threatened, and any other action taken by an Indemnified Party on behalf of the Company, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The Company will reimburse any Indemnified Party for all reasonable costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ ' fees and expenses) as they are incurred by in connection with investigating, preparing, pursuing, defending or assisting in the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out defense of any action, cause of actionclaim, suit, arbitrationinvestigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or claim arising out ofproceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Company and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. The Company agrees that it will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any way pending or threatened claim, suit, investigation, action or proceeding relating toto the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, (i) this Agreementcompromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, any transaction to which suit, investigation, action or proceeding. Provided the Company is a party not in breach of its indemnification obligations hereunder, no Indemnified Party shall settle or compromise any other circumstances claim subject to indemnification hereunder without the consent of the Company. The Company will not be liable under the foregoing indemnification provision with respect to the Company or (ii) the operations ofany Indemnified Party, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct; and providedmisconduct by an Indemnified Party. If an Indemnified Party is reimbursed hereunder for any expenses, further, that if and such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the foregoing undertaking may be Liabilities in question resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. The Company agrees that if any indemnification sought by any Indemnified Party pursuant to this Section 4 is unavailable for any reason or is insufficient to hold the Indemnified Party harmless against any Liabilities referred to herein, then the Company shall contribute to the Liabilities for which such indemnification is held unavailable or unenforceable for any reason, insufficient in such proportion as is appropriate to reflect the Company hereby agrees relative benefits received (or anticipated to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made received) by the Company, then on the one hand, and the Indemnified Party, on the other hand, in connection with the transactions which gave rise to such payments will be promptly repaid Liabilities or, if such allocation is not permitted by applicable law, not only such Indemnitee relative benefits but also the relative faults of the Company, on the one hand, and the Indemnified Party, on the other hand, as well as any other equitable considerations, subject to the Company without interest. The rights of limitation that in any Indemnitee event the aggregate contribution by the Indemnified Parties to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument all Liabilities with respect to which contribution is available hereunder shall not exceed the fees actually received by the Sponsors in connection with the transaction which gave rise to such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationLiabilities (excluding any amounts paid as reimbursement of expenses).

Indemnity and Liability. Subject The Companies hereby jointly and severally indemnify and agree to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider each of WCAS Management, WCAS XI and each of its their respective partners, shareholders, members, affiliatesAffiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third party beneficiary of this Agreement, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and all costs and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement expenses (collectively, the “Indemnified Liabilities”), arising out incurred by the Indemnitees or any of any actionthem as a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, Merger Agreement, the Ancillary Agreement, the Contemplated Transactions and any other transaction to which the Company is Companies or any of their respective Affiliates are a party or any other circumstances with respect to the Company related transactions or (ii) the operations of, or the Services or Office Space services provided by the Service Provider WCAS Management or its Affiliates to, any of the Company, Companies or any Affiliate of any of the Companies from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any of the Companies or any of its affiliates from time to time; providedtheir respective accountants or other representatives, however, that the foregoing indemnification rights will not be available to the extent that agents or Affiliates) except for any such Indemnified Liabilities arose on account of arising from such Indemnitee’s gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, each of the Company Companies hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which that is permissible under applicable law. In addition, the Companies hereby jointly and severally agree to advance to each Indemnitee all expenses incurred in connection with any indemnifiable claim referenced in the immediately preceding sentence promptly after receipt of reasonably detailed statements therefor. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyCompanies, then such payments will shall be promptly repaid by such Indemnitee to the Company without interestCompanies. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under the Merger Agreement or any other Ancillary Agreement (as defined in the Merger Agreement) or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Companies hereby agree that they are the indemnitors of first resort (i.e., the obligations of the Companies to any Indemnitee under their respective certificates of incorporation, or any other agreement that any of the Companies may have with the Indemnitees are primary and any obligation of WCAS Management or WCAS XI (or any of their respective Affiliates other than the Companies) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessment and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitee are secondary), and if WCAS Management or WCAS XI (or any Affiliate thereof other than the Companies) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification obligation (whether pursuant to any other contract, any organizational document or otherwise) with any Indemnitee, then (i) WCAS Management or WCAS XI (or such Affiliate, as the case may be) shall be fully subrogated to all rights of the applicable Indemnitee with respect to such payment and (ii) the Companies shall reimburse WCAS Management or WCAS XI (or such Affiliate) for the payments actually made. Each of the Companies hereby unconditionally and irrevocably waives, relinquishes and releases (and covenants and agrees not to exercise, and to cause each Affiliate of any of the Companies not to exercise), any claims or rights that any of the Companies may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of one of the Companies’ obligations under this Agreement or under any indemnification obligation (whether pursuant to any other contract, any organizational document or otherwise), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Indemnitee against any other Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right. None of the Indemnitees will be liable to the Companies or any of their respective Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute willful misconduct.

Indemnity and Liability. Subject to Section 3.1The Axcan Companies, the Company shall (i) jointly and severally, will indemnify, exonerate and hold the Service Provider Manager, the Manager Designees and each of its their respective former, current or future direct or indirect partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the former, current or future direct or indirect partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, the Arrangement Agreement, the Plan of Arrangement, any transaction to which any of the Company Axcan Companies is a party or any other circumstances with respect to any of the Company Axcan Companies or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Manager or the Manager Designees to, the CompanyAxcan Companies, or any of its their respective affiliates (other than to portfolio companies of a Manager or such Manager’s affiliated investment vehicles) from time to timetime (including, but not limited to, any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Axcan Companies or any of their accountants or other representatives, agents or affiliates); provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company Axcan Companies hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyAxcan Companies, then such payments will be promptly repaid by such Indemnitee to the Company Axcan Companies without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject to Section 3.1In consideration of the execution and delivery of this Agreement by BCM, the Company shall (i) hereby agrees to indemnify, exonerate and hold the Service Provider and each of BCM, and its partners, members, shareholders, membersaffiliates, affiliatespersons for which they are acting as nominees, trustees, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, members, shareholders, membersaffiliates, affiliatestrustees, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnities”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages liabilities and costs damages, and out-of-pocket expenses in connection therewith (therewith, including without limitation attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement disbursements (collectively, the “Indemnified Liabilities”), arising out incurred by the Indemnities or any of any actionthem as a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company execution, delivery, performance, enforcement or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any existence of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that this Agreement except for any such Indemnified Liabilities arose arising on account of such Indemniteeany Indemnity’s gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will Indemnities shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee liable to the Company without interestor any of its affiliates for any act or omission suffered or taken by such Indemnity that does not constitute willful misconduct. The rights Notwithstanding anything to the contrary herein, nothing in this Agreement shall in any way constitute a waiver or limitation of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person that Company may have under any other agreement federal or instrument to which such Indemnitee is state securities laws (or becomes a party or is or otherwise becomes a beneficiary or under law or regulationERISA, where applicable).

Indemnity and Liability. Subject Company hereby agrees to Section 3.1, the Company shall (i) indemnify, exonerate indemnify and hold the Service Provider and harmless each of its partnersBroadband Capital and Broadband Advisory, shareholderstheir respective affiliates and partners (both general and limited), membersand their respective members (both managing and otherwise), affiliatesmanagers, fiduciaries, officers, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and representatives (each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the such Person being an “Related PartiesIndemnified Party”) free and harmless from and against any and all actions, causes of action, suitslosses, claims, damages and liabilities, losseswhether joint or several, damages and costs and out-of-pocket expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the “Liabilities”), related to, arising out of or in connection therewith with the advisory and consulting services contemplated by this Agreement or the engagement of Broadband Capital and Broadband Advisory (or any of their respective affiliates) pursuant to, and the performance by Broadband Capital and Broadband Advisory (or any of their respective affiliates) of the services contemplated by, this Agreement, and any other action taken by an Indemnified Party on behalf of Company, whether or not pending or threatened, and any other action taken by an Indemnified Party on behalf of Company, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by Company. Company will reimburse any Indemnified Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) as they are incurred by in connection with investigating, preparing, pursuing, defending or assisting in the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out defense of any action, cause of actionclaim, suit, arbitrationinvestigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto; provided that, subject to the following sentence, Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or claim arising out ofproceeding in which both Company or one or more of its subsidiaries (if any), on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ one separate counsel at the expense of Company and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. Company will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any way pending or threatened claim, suit, investigation, action or proceeding relating to, to the matters contemplated hereby (i) this Agreement, if any transaction to which the Company Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, suit, investigation, action or proceeding. No Indemnified Party shall settle or compromise any other circumstances claim that is subject to indemnification hereunder without the consent of Company; provided that Company is not in breach of its indemnification obligations hereunder. Company will not be liable under the foregoing indemnification provision with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available Indemnified Party to the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct by an Indemnified Party. If an Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Liabilities in question resulted primarily from the gross negligence or willful misconduct of such Indemnified Liabilities arose on account Party. For purposes of such Indemnitee’s this Section 9, “gross negligence or willful misconduct; ” will be deemed to have been “finally judicially determined” only if so found in a final non-appealable judgment of a court of competent jurisdiction to such effect. As used herein, the term “Person” shall be construed in the broadest sense and providedmeans and includes a natural person, furthera partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and any other entity and any federal, state, municipal, foreign or other government, governmental department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal. Company agrees that if and to the extent that the foregoing undertaking may be any indemnification sought by any Indemnified Party pursuant to this Section 9 is unavailable or unenforceable for any reason, the then Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee Indemnified Party to indemnification hereunder will be in addition to any other rights any such person Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee Indemnified Party is or becomes a party or is or otherwise becomes becomes, a beneficiary or under law or regulationregulations.

Indemnity and Liability. Subject to Section 3.1The Companies, the Company shall (i) jointly and severally, will indemnify, exonerate and hold the Service Provider Managers, the Manager Designees and each of its their respective partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim (whether between the relevant Indemnitee and any of the Companies or involving a third party claim against the relevant Indemnitee) arising out of, or in any way relating to, to (i) this Agreement, the Merger Agreement, any transaction to which any of the Company Companies is a party or any other circumstances with respect to any of the Company Companies or (ii) the operations of, or the Services or Office Space services provided by any of the Service Provider Managers or the Manager Designees to, the CompanyCompanies, or any of its their respective affiliates from time to time; provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company Companies hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyCompanies, then such payments will be promptly repaid by such Indemnitee to the Company Companies without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation; provided that (i) the Companies hereby agree that they are the indemnitors of first resort under this Agreement and under any other applicable indemnification agreement (i.e., their obligations to Indemnitees under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to such Indemnitees are primary and any obligation of any Manager (or any affiliate thereof other than a Company) to provide advancement or indemnification for the Indemnified Liabilities incurred by Indemnitees are secondary), and (ii) if any Manager (or any affiliate thereof) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with any Indemnitee, then (x) such Manager (or such affiliate, as the case may be) shall be fully subrogated to all rights of such Indemnitee with respect to such payment and (y) the Companies shall fully indemnify, reimburse and hold harmless such Manager (or such other affiliate) for all such payments actually made by such Manager (or such other affiliate) and irrevocably waive, relinquish and release the Managers for contribution, subrogation or any other recovery of any kind in respect of any advancement of expenses or indemnification hereunder.

Indemnity and Liability. Subject to Section 3.1, the Company shall (i) FSL will indemnify, exonerate and hold the Service Provider Consultant, TPG and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties or any of them Indemnitees before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) to this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, Agreement or the Services or Office Space Consulting Services; provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; misconduct or breach of this Agreement, and providedprovided further that, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company FSL hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1Xxxxxxx 0, none xxxx of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyFSL, then such payments will be promptly repaid by such Indemnitee to the Company without interestFSL. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject to Section 3.1The SunGard Corporations, the Company shall (i) jointly and severally, will indemnify, exonerate and hold each of the Service Provider Managers and former Managers, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger, any transaction to which the Company a SunGard Corporation is a party or any other circumstances with respect to a SunGard Corporation (other than any such Indemnified Liabilities to the Company extent such Indemnified Liabilities arise out of any breach of the Principal Investor Agreement, the Participation, Registration Rights and Coordination Agreement, the Stockholders Agreement or the Subscription Agreement by such Indemnitee or its affiliated or associated Indemnitees or any transaction entered into after the Original Execution Date or other circumstances existing after the Original Execution Date with respect to which the interests of such Indemnitee or its affiliated or associated Indemnitees were adverse to the interests of the SunGard Corporations) or (ii) the operations of, or the Services or Office Space services provided by any of the Service Provider to, Managers or former Managers to the CompanySunGard Corporations, or any of its their affiliates from time to time, whether pursuant to this Agreement or otherwise; provided, however, provided that the foregoing indemnification rights will shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; , and providedfurther provided that, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company SunGard Corporations hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanySunGard Corporations, then such payments will shall be promptly repaid by such Indemnitee to the Company without interestSunGard Corporations. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation; provided that (i) the SunGard Corporations hereby agree that they are the indemnitors of first resort under this Agreement and under any other applicable indemnification agreement (i.e., their obligations to Indemnitees under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to such Indemnitees are primary and any obligation of any Manager (or any affiliate thereof other than the SunGard Corporations) to provide advancement or indemnification for the Indemnified Liabilities incurred by Indemnitees are secondary) and (ii) if any Manager (or any affiliate thereof) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with any Indemnitee, then (x) such Manager (or such affiliate, as the case may be) shall be fully subrogated to all rights of such Indemnitee with respect to such payment and (y) the SunGard Corporations shall fully indemnify, reimburse and hold harmless such Manager (or such other affiliate) for all such payments actually made by such Manager (or such other affiliate) and irrevocably waive, relinquish and release the Managers for contribution, subrogation or any other recovery of any kind in respect of any advancement of expenses or indemnification hereunder. None of the Indemnitees shall in any event be liable to the SunGard Corporations or any of their affiliates for any act or omission suffered or taken by such Indemnitee in connection with, relating to or arising out of this Agreement, including without limitation the services provided by such Indemnitee to any of the SunGard Corporations or any of their affiliates (a) that does not constitute gross negligence or willful misconduct or (b) in excess of the fees received by the applicable Manager hereunder. If the Indemnitees related to more than one Manager or former Manager are similarly situated with respect to their interests in connection with a matter that may be an Indemnified Liability and such Indemnified Liability is not based on a Third-Party Claim, the Indemnitees may enforce their rights pursuant to this Section 4(b) with respect to such matter only with the consent of at least a majority of the Managers or former Managers whose Indemnitees are so involved. In the event that any party that was previously a Manager hereunder ceases to be a Manager in accordance with the definition thereof, the provisions hereof for the benefit of Indemnitees of such party shall inure to such Indemnitees and their successors and assigns.

Indemnity and Liability. Subject to Section 3.1, Refco and the Company shall (i) indemnify, exonerate will indemnify and hold harmless the Service Provider Sponsor, its affiliates and each of its partnerstheir respective partners (both general and limited), shareholdersmembers (both managing and otherwise), members, affiliatesofficers, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and representatives (each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the such Person being an “Related PartiesIndemnified Party”) free and harmless from and against any and all actions, causes of action, suitslosses, claims, damages and liabilities, whether joint or several, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the “Liabilities”), related to, arising out of or in connection with the advisory and consulting services contemplated by this Agreement or the engagement of the Sponsor pursuant to, and the performance by the Sponsor of the services contemplated by, this Agreement, and any other action taken by an Indemnified Party on behalf of the Company in connection with this Agreement, whether or not pending or threatened, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company, provided that the Indemnified Party acted in good faith and in the best interests of the Company, and provided further that any such losses, damages claims, damages, liabilities, judgments, fines, or settlements did not result from the Indemnified Party’s willful misconduct or gross negligence. Refco and the Company will reimburse any Indemnified Party for all reasonable costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) as they are incurred by in connection with investigating, preparing, pursuing, defending or assisting in the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out defense of any action, cause of actionclaim, suit, arbitration, investigation or claim arising out ofproceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or in any way relating toaction or proceeding arising therefrom, (i) this Agreement, any transaction to which the Company whether or not such Indemnified Party is a party or any other circumstances with respect thereto, provided, that subject to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider tofollowing sentence, the CompanyCompany shall be entitled to assume the defense thereof at its own expense, or any of with counsel satisfactory to such Indemnified Party in its affiliates from time reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to timeparticipate in such defense; provided, however, that with respect to any action, claim, suit, investigation or proceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of Refco and the Company and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that Refco and the Company shall not be required to pay the fees of more than one separate counsel for such Indemnified Parties in any jurisdiction in any single action or proceeding. The Company agrees that it will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, suit, investigation, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, suit, investigation, action or proceeding. Provided the Company is not in breach of its indemnification obligations hereunder, no Indemnified Party shall settle or compromise any claim subject to indemnification hereunder without the consent of the Company. Neither Refco or the Company will be liable under the foregoing indemnification rights will not be available provision with respect to any Indemnified Party, to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct; and providedmisconduct by an Indemnified Party. If an Indemnified Party is reimbursed hereunder for any expenses, further, that if and such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the foregoing undertaking may be Liabilities in question resulted from the gross negligence or willful misconduct of such Indemnified Party. Refco and the Company agree that if any indemnification sought by any Indemnified Party pursuant to this Section 4 is unavailable for any reason or is insufficient to hold the Indemnified Party harmless against any Liabilities referred to herein, then Refco and the Company shall contribute to the Liabilities for which such indemnification is held unavailable or unenforceable for any reason, insufficient in such proportion as is appropriate to reflect the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made relative benefits received by the Company, then on the one hand, and the Indemnified Party, on the other hand, in connection with the transactions which gave rise to such payments will be promptly repaid Liabilities or, if such allocation is not permitted by applicable law, not only such Indemnitee relative benefits but also the relative faults of the Company, on the one hand, and the Indemnified Party, on the other hand, as well as any other equitable considerations, subject to the Company without interest. The rights of limitation that in any Indemnitee event the aggregate contribution by the Indemnified Parties to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument all Liabilities with respect to which such Indemnitee contribution is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationavailable hereunder shall not exceed the fees actually received by the Indemnified Parties hereunder.

Indemnity and Liability. Subject (a) Parent hereby indemnifies and agrees to Section 3.1, the Company shall (i) indemnify, exonerate and hold each of the Service Provider Investors and each of its partners, respective shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors representatives, and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors representatives, and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third party beneficiary of this Agreement and may specifically enforce Parent’s obligations hereunder, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and expenses or any other amounts in connection therewith, including without limitation all actual out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement expenses (collectively, the “Indemnified Liabilities”), arising out incurred by the Indemnitees or any of any actionthem as a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating toto (i) the Merger Agreement or the transactions contemplated by the Merger Agreement, (iii) operations of, or services provided by, any Investor to Parent or any member of the Company Group from time to time (including but not limited to under the Management Agreement), (iii) this Agreement, except for any transaction to which breach of this Agreement by such Investor or such Investor’s respective Indemnitee, or (iv) any claim, cause of action or suit against the Investor or any Indemnitee solely by reason of the Investor’s status as a stockholder of the Company is a party and which arises out of or any other circumstances with respect relates to actions, liabilities or losses of the Company or (ii) the operations ofits Subsidiaries, or the Services or Office Space provided by the Service Provider to, the Company, or but not including any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of arising from or primarily related to such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if fraud or gross negligence. If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company Parent hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which that is permissible under applicable law. For purposes of this Section 5.16.12, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyParent, then such payments will shall be promptly repaid by such Indemnitee to Parent. (b) Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or proceeding in which Parent, on the Company one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of Parent and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between Parent, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. Parent agrees that it will not, without interest. the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, suit, investigation, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, suit, investigation, action or proceeding. (c) The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. Parent hereby agrees that it is the indemnitor of first resort (i.e., its obligations to any Indemnitee under this Agreement are primary and any obligation of any Investor (or any affiliate thereof (other than Parent)) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessment and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitee are secondary), and if any Investor (or any affiliate thereof other than Parent) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any Indemnitee, then (i) such Investor shall be fully subrogated to all rights of Indemnitee with respect to such payment, and (ii) Parent shall reimburse such Investor (or such other affiliate) for the payments actually made. Parent hereby unconditionally and irrevocably waives, relinquishes and releases (and covenants and agrees not to exercise, and to cause each member of the Company Group not to exercise), any claims or rights that Parent may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of Parent’s obligations under this Agreement or under any indemnification obligation (whether pursuant to any other contract, any organizational document or otherwise), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Indemnitee against any Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right. None of the Indemnitees will be liable to Parent or any member of the Company Group for any act or omission suffered or taken by such Indemnitee that does not constitute willful misconduct.

Indemnity and Liability. Subject to Section 3.1The West Companies, the Company shall (i) jointly and severally, will indemnify, exonerate and hold each of the Service Provider Managers, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Transaction, any transaction to which the a West Company is a party party, or any other circumstances with respect to the a West Company or (ii) the operations of, or the Services or Office Space services provided by any of the Service Provider Managers to, the West Companies, or any of their affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Company, or any of its affiliates from time to time; providedaccountants or other representatives, however, that the foregoing indemnification rights will not be available to the extent that agents or affiliates) except for any such Indemnified Liabilities arose arising on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if . If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make and to cause the West Companies to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which that is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence “gross negligence or willful misconduct” will be deemed to apply absent have occurred only if so found in a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation of the foregoing limitations is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyWest Companies, then such payments will shall be promptly repaid by such Indemnitee to the Company without interestWest Companies. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.. None of the Indemnitees will in any event be liable to the West Companies or any of their affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct. If the Indemnitees related to each

Indemnity and Liability. Subject to Section 3.1In consideration of the execution and delivery of this Agreement by the Sponsors, the Company shall (i) hereby agrees to indemnify, exonerate and hold the Service Provider each of THL and its Controlled Affiliates, and JPMP and its Controlled Affiliates, and each of its their respective partners, shareholders, members, affiliatesControlled Affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliatesControlled Affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related Parties”"Indemnitees") free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages liabilities and costs damages, and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ ' fees and expenses) disbursements (collectively, the "Indemnified Liabilities"), incurred by the Related Parties Indemnitees or any of them before as a result of, or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company execution, delivery, performance, enforcement or existence of this Agreement or the transactions contemplated hereby (ii) the operations ofincluding but not limited to any indemnification obligation assumed or incurred by any Indemnitee to or on behalf of any Sponsor, or the Services its accountants or Office Space provided by the Service Provider toother representatives, the Company, agents or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that Controlled Affiliates) except for any such Indemnified Liabilities arose arising on account of such Indemnitee’s 's gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will Indemnitees shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case liable to the extent Company or any such limitation is so determined to apply to of its Controlled Affiliates for any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid act or omission suffered or taken by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement that does not constitute gross negligence or instrument to which such Indemnitee is willful gross negligence or becomes a party or is or otherwise becomes a beneficiary or under law or regulationmisconduct.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) will indemnify, exonerate and hold the Service Provider SAC CBI II and its Affiliates, LBCCA and its Affiliates and each of its their respective partners, shareholdersstockholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors consultants, advisors, agents and agents representatives and each of the partners, shareholdersstockholders, members, affiliatesAffiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors consultants, advisors, agents and agents representatives of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and outOut-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) Pocket Expenses incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), as a result of, arising out of any action, cause of action, suit, arbitration, investigation arbitration or claim arising out of, or in any way relating to, (i) this AgreementAgreement or the Transaction, (ii) any transaction to which the Company or any of its Affiliates is a party or any other circumstances with respect to the Company or any of its Affiliates, or (iiiii) the operations of, of or the Services or Office Space services provided by SAC CBI II or LBCCA, as applicable, to the Service Provider to, the Company, Company or any of its affiliates Affiliates from time to time, whether pursuant to this Agreement or otherwise (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee on behalf of the Company, any of its Affiliates or any of their respective partners, stockholders, members, directors, officers, fiduciaries, managers, controlling persons, employees, consultants, advisors, agents or representatives); provided, however, that the foregoing indemnification rights will shall not be available to an Indemnitee (i) to the extent that any such Indemnified Liabilities arose have been determined by a final and binding non-appealable determination of a court of competent jurisdiction to have arisen on account of such Indemnitee’s gross negligence or willful misconduct; and provided(ii) in an action, furthercause of action, that if suit or claim initiated by such Indemnitee against the Company (other than by way of counterclaim or to enforce its rights hereunder); (iii) in an action, cause of action, suit or claim initiated by the Company (other than in a derivative capacity) against such Indemnitee; (iv) for any loss on investments made in the Company by such Indemnitee (whether pursuant to the Transaction or otherwise); (v) where such indemnification is not permitted in accordance with the applicable laws of the British Virgin Islands; or (vi) in connection with those provisions of the Subscription Agreement which survive the closing of the Transaction. If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is to the extent permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under any applicable law or regulation. None of the Indemnitees shall in any event be liable to the Company or any of its Affiliates with respect to any act, alleged act or omission pursuant to this Agreement; provided that this Agreement shall not constitute a waiver or release of any liability or obligation set forth under the Subscription Agreement dated as of May 21, 2008 by and between the Company, SAC CBI and S.A.C. Private Capital Group, LLC. If the preceding sentence is not enforceable, then none of the Indemnitees shall in any event be liable to the Company or any of its Affiliates with respect to such matters for any amount that, together with all amounts paid by any Indemnitees for liability hereunder, is in excess of the payments received by SAC CBI II or LBCCA, as applicable, hereunder. The Company also agrees that, without the prior written consent of SAC CBI II or LBCCA, as applicable, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened action, cause of action, suit or claim to which an Indemnitee is an actual or potential party and in respect of which indemnification could be sought hereunder, unless such settlement, compromise or consent includes an unconditional release of such SAC CBI II Indemnitee or LBCCA Indemnitee from all liability arising out of such action, cause of action, suit or claim.

Indemnity and Liability. Subject to Section 3.1The Supplier shall indemnify and keep fully and effectively indemnified ODEON and the ODEON Affiliates on demand against all liabilities, costs, expenses, damages and/or losses (awarded against, or suffered, incurred or paid by ODEON or any ODEON Affiliate(s) arising out of or in connection with: (a) any claim made against ODEON or any ODEON Affiliate(s) for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Company shall (i) indemnifymanufacture, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each supply or use of the partnersGoods; (b) any claim made against ODEON or any ODEON Affiliate(s) by a third party for death, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents personal injury or damage to property arising out of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses or in connection therewith with defects in Goods; (including attorneys’ fees and expensesc) incurred by the Related Parties any death of, personal injury or damage to property to any employee(s), agent(s) and/or sub-contractor(s) of ODEON or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”ODEON Affiliate(s), arising out of or in connection with defects in the Goods; and (d) any action, cause of action, suit, arbitration, investigation claim made against ODEON or claim any ODEON Affiliate by a third party arising out of, of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Supplier, its employees, agents or subcontractors. Subject to clause 12.4, neither party shall be liable for any way relating toindirect or consequential loss suffered or incurred by the other party which arises under or in connection with this Agreement. Subject to clause 12.2 and 14.4, each party’s aggregate liability in contract, tort (including negligence) or otherwise howsoever arising under or in connection with this Agreement shall be limited to the higher of (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company £250,000 or (ii) 200% of the operations of, total Charges paid or the Services payable under this Agreement. Nothing in this Agreement shall limit or Office Space provided by the Service Provider to, the Company, exclude either party’s liability: (a) arising under clause 14 (Confidentiality); (b) arising under clause 11.1 (Intellectual Property Rights Indemnity); (c) for death or personal injury arising from its negligence; (d) for fraudulent misrepresentation; or (e) for any other matter in respect of its affiliates from time to time; provided, however, that the foregoing indemnification rights will which liability cannot be available to the extent that any such Indemnified Liabilities arose on account limited or excluded by operation of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject to Section 3.1In consideration of the execution and delivery of this Agreement by Belron, the Company shall (i) hereby agrees to indemnify, exonerate and hold the Service Provider each of Belron, and its affiliates, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related Parties”"Indemnitees") free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages liabilities and costs damages, and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ ' fees and expenses) disbursements (collectively, the "Indemnified Liabilities"), incurred by the Related Parties Indemnitees or any of them before as a result of, or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating toto the Merger, (i) this the execution, delivery, performance, enforcement or existence of the Prior Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, this Agreement or the Services transactions contemplated hereby or Office Space provided by the Service Provider tothereby, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that except for any such Indemnified Liabilities arose arising on account of such Indemnitee’s 's gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will Indemnitees shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case liable to the extent Company or any such limitation is so determined to apply to of its affiliates for any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid act or omission suffered or taken by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement that does not constitute gross negligence or instrument to which such Indemnitee is willful gross negligence or becomes a party or is or otherwise becomes a beneficiary or under law or regulationmisconduct.

Indemnity and Liability. Subject The Company hereby indemnifies and agrees to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider Manager, each Affiliated Fund of the Manager, and each of its partnerstheir respective former, shareholderscurrent or future, members, affiliatesdirect or indirect, directors, officers, fiduciariesemployees, managersagents, advisors and affiliates, each former, current or future, direct or indirect holder of any equity interests or securities of the Manager or any Affiliated Fund of the Manager (whether such holder is a limited or general partner, member, stockholder or otherwise), each former, current or future assignee of the Manager or any Affiliated Fund of the Manager and each former, current or future director, officer, employee, agent, advisor, general or limited partner, manager, management company, member, stockholder, affiliate, controlling personsperson, employees, independent contractors representative and agents and each assignee of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each any of the foregoing (each such person or entity, a “Related Person”) (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger Agreement, the Merger, any transaction to which the Company or any of its affiliates is a party party, or any other circumstances with respect to the Company or any of its affiliates or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Manager to, the Company, Company or any of its affiliates from time to time; providedtime (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Company, howeveror any of its accountants or other representatives, that the foregoing indemnification rights will not be available to the extent that agents or affiliates) except for any such Indemnified Liabilities arose on account of arising from such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if . If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which that is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence “willful misconduct” will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, have occurred only if so found in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.a

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) will indemnify, exonerate and hold the Service Provider Manager, the Manager Designees and each of its their respective partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Formation Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Manager or the Manager Designees to, the Company, or any of its affiliates (other than to portfolio companies of the Manager or the Manager’s affiliated investment vehicles) from time to timetime (including but not limited to any Indemnitee to or on behalf of the Company, or any of its accountants or other representatives, agents or affiliates); provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) will indemnify, exonerate and hold the Service Provider Managers, the Manager Designees and each of its their respective partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Formation Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Managers or the Manager Designees to, the Company, or any of its affiliates (other than to portfolio companies of either Manager or such Manager’s affiliated investment vehicles) from time to timetime (including but not limited to any Indemnitee to or on behalf of the Company, or any of its accountants or other representatives, agents or affiliates); provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject Each of the Companies hereby indemnifies and agrees to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider Manager, and each of its partnersformer, shareholderscurrent or future, members, affiliatesdirect or indirect, directors, officers, fiduciariesemployees, managersagents, advisors or affiliates, each former, current or future, direct or indirect, holder of any equity interests or securities of the Manager (whether such holder is a limited or general partner, member, equityholder or otherwise), each former, current or future assignee of the Manager and each former, current or future director, officer, employee, agent, advisor, general or limited partner, manager, member, equityholder, affiliate, controlling personsperson, employees, independent contractors and agents and each representative or assignee of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each any of the foregoing (each such person or entity, a “Related Person”) (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third-party beneficiary of this Agreement, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ ' fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), as a result of, arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Manager to, the Company, Companies or any of its their affiliates from time to time; providedtime (including, howeverbut not limited to, that any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the foregoing indemnification rights will not be available to the extent that Companies or any of their accountants or other representatives, agents or affiliates), except for any such Indemnified Liabilities arose on account of arising from such Indemnitee’s 's gross negligence or willful misconduct; and provided, further, that if . If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company Companies hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which that is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence “gross negligence or willful misconduct” will be deemed to apply absent have occurred only if so found in a final non-appealable judgment of a court of competent jurisdiction to such effectjurisdiction, in which case case, to the extent any such limitation of the foregoing limitations is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyCompanies, then such payments will shall be promptly repaid by such Indemnitee to the Company without interestCompanies. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above, or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary beneficiary, or under law or regulation.. If the Indemnitees are similarly situated with respect to their interests in connection with a matter that may be an Indemnified Liability and such Indemnified Liability is not based on a “Third-Party Claim,” the Indemnitees may enforce their rights pursuant to this Section 4(b) with respect to such matter only with 10350828_14 -3-

Indemnity and Liability. Subject Each of the Companies hereby indemnifies and agrees to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider Manager, and each of its partnersformer, shareholderscurrent or future, members, affiliatesdirect or indirect, directors, officers, fiduciariesemployees, managersagents, advisors or affiliates, each former, current or future, direct or indirect, holder of any equity interests or securities of the Manager (whether such holder is a limited or general partner, member, equityholder or otherwise), each former, current or future assignee of the Manager and each former, current or future director, officer, employee, agent, advisor, general or limited partner, manager, member, equityholder, affiliate, controlling personsperson, employees, independent contractors and agents and each representative or assignee of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each any of the foregoing (each such person or entity, a “Related Person”) (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third-party beneficiary of this Agreement, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), as a result of, arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Manager to, the Company, Companies or any of its their affiliates from time to time; providedtime (including, howeverbut not limited to, that any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the foregoing indemnification rights will not be available to the extent that Companies or any of their accountants or other representatives, agents or affiliates), except for any such Indemnified Liabilities arose on account of arising from such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if . If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company Companies hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which that is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence “gross negligence or willful misconduct” will be deemed to apply absent have occurred only if so found in a final non-appealable judgment of a court of competent jurisdiction to such effectjurisdiction, in which case case, to the extent any such limitation of the foregoing limitations is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyCompanies, then such payments will shall be promptly repaid by such Indemnitee to the Company without interestCompanies. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above, or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary beneficiary, or under law or regulation.. If the Indemnitees are similarly situated with respect to their interests in connection with a matter that may be an Indemnified Liability and such Indemnified Liability is not based on a “Third-Party Claim,” the Indemnitees may enforce their rights pursuant to this Section 4(b) with respect to such matter only with

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) will indemnify, exonerate and hold each of the Service Provider Managers and former Managers, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger, any transaction to which the Company is a party or any other circumstances with respect to the Company (other than any such Indemnified Liabilities to the extent such Indemnified Liabilities arise out of any breach of the LLC Agreement or any related agreements by such Indemnitee or its affiliated or associated Indemnitees or any transaction entered into after the Closing Date or (ii) the operations of, or the Services or Office Space services provided by any of the Service Provider to, Managers or former Managers to the Company, or any of its affiliates from time to time, whether pursuant to this Agreement or otherwise; provided, however, provided that the foregoing indemnification rights will shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; , and providedfurther provided that, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will shall be promptly repaid by such Indemnitee to the Company without interestCompany. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall in any event be liable to the Company or any of its affiliates for any act or omission suffered or taken by such Indemniee in connection with, relating to or arising out of this Agreement, including without limitation the services provided by such Indemniee to the Company or any of its affiliates (a) that does not constitute gross negligence or willful misconduct or (b) in excess of the fees received by the applicable Manager hereunder. If the Indemnitees related to more than one Manager or former Manager are similarly situated with respect to their interests in connection with a matter that may be an Indemnified Liability and such Indemnified Liability is not based on a Third-Party Claim, the Indemnitees may enforce their rights pursuant to this Section 4(b) with respect to such matter only with the consent of at least a majority of the Managers or former Managers whose Indemnitees are so involved. In the event that any party that was previously a Manager hereunder ceases to be a Manager in accordance with the definition thereof, the provisions hereof for the benefit of Indemnitees of such party shall inure to such Indemnitees and their successors and assigns.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) indemnify, exonerate will indemnify and hold the Service Provider harmless each Sponsor, its affiliates and each of its partnerstheir respective partners (both general and limited), shareholdersmembers (both managing and otherwise), members, affiliatesofficers, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and representatives (each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”such Person being an "Indemnified Party") free and harmless from and against any and all actions, causes of action, suitslosses, claims, damages and liabilities, losseswhether joint or several, damages expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the "Liabilities"), related to, arising out of or in connection with the advisory and consulting services contemplated by this Agreement or the engagement of each Sponsor pursuant to, and the performance by each Sponsor of the services contemplated by, this Agreement, and any other action taken by an Indemnified Party on behalf of the Company, whether or not pending or threatened, and any other action taken by an Indemnified Party on behalf of the Company, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The Company will reimburse any Indemnified Party for all reasonable costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ ' fees and expenses) as they are incurred by in connection with investigating, preparing, pursuing, defending or assisting in the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out defense of any action, cause of actionclaim, suit, arbitrationinvestigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or claim arising out ofproceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Company and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. The Company agrees that it will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any way pending or threatened claim, suit, investigation, action or proceeding relating toto the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, (i) this Agreementcompromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, any transaction to which suit, investigation, action or proceeding. Provided the Company is a party not in breach of its indemnification obligations hereunder, no Indemnified Party shall settle or compromise any other circumstances claim subject to indemnification hereunder without the consent of the Company. The Company will not be liable under the foregoing indemnification provision with respect to the Company or (ii) the operations ofany Indemnified Party, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct; and providedmisconduct by an Indemnified Party. If an Indemnified Party is reimbursed hereunder for any expenses, further, that if and such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the foregoing undertaking may be Liabilities in question resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. The Company agrees that if any indemnification sought by any Indemnified Party pursuant to this Section 4 is unavailable for any reason or is insufficient to hold the Indemnified Party harmless against any Liabilities referred to herein, then the Company shall contribute to the Liabilities for which such indemnification is held unavailable or unenforceable for any reason, insufficient in such proportion as is appropriate to reflect the Company hereby agrees relative benefits received (or anticipated to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made received) by the Company, then on the one hand, and the Indemnified Party, on the other hand, in connection with the transactions which gave rise to such payments will be promptly repaid Liabilities or, if such allocation is not permitted by applicable law, not only such Indemnitee relative benefits but also the relative faults of the Company, on the one hand, and the Indemnified Party, on the other hand, as well as any other equitable considerations, subject to the Company without interest. The rights of limitation that in any Indemnitee event the aggregate contribution by the Indemnified Parties to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument all Liabilities with respect to which contribution is available hereunder shall not exceed the fees actually received by the Sponsors in connection with the transaction which gave rise to such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationLiabilities (excluding any amounts paid as reimbursement of expenses).

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) will indemnify, exonerate and hold the Service Provider Manager and Parent and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents of each of the foregoing (collectively, including the Manager, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties or any of them Indemnitees before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger, any transaction to which the Company is a party or any other circumstances with respect to the Company or any transaction entered into after the Closing Date or (ii) the operations of, or the Services or Office Space services provided by the Service Provider to, Manager to the Company, or any of its affiliates from time to time, whether pursuant to this Agreement or otherwise; provided, however, provided that the foregoing indemnification rights will shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; , and providedfurther provided that, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawLaw. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will shall be promptly repaid by such Indemnitee to the Company without interestCompany. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law applicable Law. None of the Indemnitees shall in any event be liable to the Company or regulationany of its affiliates for any act or omission suffered or taken by such Indemnitee in connection with, relating to or arising out of this Agreement, including without limitation the services provided by such Indemniee to the Company or any of its affiliates (a) that does not constitute gross negligence or willful misconduct or (b) in excess of the fees received by the Manager hereunder.

Indemnity and Liability. Subject to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space office space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.14.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) will indemnify, exonerate and hold the Service Provider Manager and its Affiliates (other than the Company’s subsidiaries and other Affiliates controlled by the Company), and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by any or all of the Related Parties or any of them Indemnitees before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger, any transaction to which the Company is a party or any other circumstances with respect to the Company or any transaction entered into after the Closing Date or (ii) the operations of, or services provided by, the Services Manager to the Company or Office Space provided any of its Affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by the Service Provider to, any Indemnitee to or on behalf of the Company, or any of its affiliates from time to timeaccountants or other representatives, agents or affiliates); provided, however, provided that the foregoing indemnification rights will shall not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; , and providedfurther provided that, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will shall be promptly repaid by such Indemnitee to the Company. Expenses incurred in defending any civil or criminal action arising out of or relating to any event or circumstance to which this indemnity shall apply shall be paid by the Company without interestupon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it be later shown that such Indemnitee was not entitled to indemnification hereunder. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall in any event be liable to the Company or any of its Affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct as determined by a final, non-appealable determination of a court of competent jurisdiction.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) will indemnify, exonerate and hold each member of the Service Provider and Manager Group (the “Indemnitees”), each of its partnerswhom is an intended third-party beneficiary of this Agreement, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and reasonable, documented out-of-pocket expenses in connection therewith (including including, without limitation, reasonable, documented attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), ) arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, involving a third party claim against the relevant Indemnitee (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect but not to the Company extent that any action, cause of action, suit, arbitration, investigation or (ii) claim is between the relevant Indemnitee and the Company), related to this Agreement or operations of, or services or Rights provided by, the Services or Office Space provided by the Service Provider Manager Group to, the Company, Company or any of its affiliates Affiliates from time to timetime pursuant to this Agreement; provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s bad faith, gross negligence negligence, willful misconduct or willful misconductbreach of its fiduciary duties to the Company and its Members; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawLaw. For purposes of this Section 5.16.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject The Companies hereby jointly and severally indemnify and agree to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider each of Sponsor, each Sponsor Fund, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third party beneficiary of this Agreement and may specifically enforce the Companies’ obligations hereunder, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement expenses (collectively, the “Indemnified Liabilities”), arising out incurred by the Indemnitees or any of any actionthem as a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the transactions contemplated by the Merger Agreement, any transaction to which the Company is Companies are a party party, the Equity Investments (including but not limited to service as a Sponsor designated member of the Board of Directors or Managers or analogous governing body of any of the Companies or any other circumstances with respect to affiliate thereof) or the Company ownership or sale thereof by any Sponsor Fund or any related transactions or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Sponsor to, any of the Company, Companies or any affiliate of any of the Companies from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any of the Companies or any of its affiliates from time to time; providedtheir accountants or other representatives, however, that the foregoing indemnification rights will not be available to the extent that agents or affiliates) except for any such Indemnified Liabilities arose on account of arising from such Indemnitee’s gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, each of the Company Companies hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which that is permissible under applicable law. For purposes of this Section 5.14(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will shall be deemed to apply absent a final non-non- appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyCompanies, then such payments will shall be promptly repaid by such Indemnitee to the Company without interestCompanies. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Companies hereby agree that they are the indemnitors of first resort (i.e., their obligations to any Indemnitee under this Agreement are primary and any obligation of Sponsor (or any affiliate thereof other than the Companies) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessment and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitee are secondary), and if Sponsor (or any affiliate thereof other than the Companies) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any Indemnitee, then (i) Sponsor (or such affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Companies shall reimburse Sponsor (or such other affiliate) for the payments actually made. Each of the Companies hereby unconditionally and irrevocably waives, relinquishes and releases (and covenants and agrees not to exercise, and to cause each affiliate of any of the Companies not to exercise), any claims or rights that any of the Companies may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of one of the Companies’ obligations under this Agreement or under any indemnification obligation (whether pursuant to any other contract, any organizational document or otherwise), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Indemnitee against any Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right. None of the Indemnitees will be liable to the Companies or any of their affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute willful misconduct.

Indemnity and Liability. Subject to Section 3.1The Companies, the Company shall (i) jointly and severally, will indemnify, exonerate and hold the Service Provider Managers, the Manager Designees and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger Agreement, any transaction to which any of the Company Companies is a party or any other circumstances with respect to any of the Company Companies or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Managers or the Manager Designees to, the CompanyCompanies, or any of its their respective affiliates from time to time; provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company Companies hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyCompanies, then such payments will be promptly repaid by such Indemnitee to the Company Companies without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) indemnify, exonerate will indemnify and hold harmless the Service Provider Sponsor, its affiliates and each of its partnerstheir respective partners (both general and limited), shareholdersmembers (both managing and otherwise), members, affiliatesofficers, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and representatives (each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”such Person being an "INDEMNIFIED PARTY") free and harmless from and against any and all actions, causes of action, suitslosses, claims, damages and liabilities, losseswhether joint or several, damages expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the "LIABILITIES"), related to, arising out of or in connection with the advisory and consulting services contemplated by this Agreement or the engagement of the Sponsor pursuant to, and the performance by the Sponsor of the services contemplated by, this Agreement, and any other action taken by an Indemnified Party on behalf of the Company in connection with this Agreement, whether or not pending or threatened, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The Company will reimburse any Indemnified Party for all reasonable costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ ' fees and expenses) as they are incurred by in connection with investigating, preparing, pursuing, defending or assisting in the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out defense of any action, cause of actionclaim, suit, arbitrationinvestigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or claim arising out ofproceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Company and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. The Company agrees that it will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any way pending or threatened claim, suit, investigation, action or proceeding relating toto the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, (i) this Agreementcompromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, any transaction to which suit, investigation, action or proceeding. Provided the Company is a party not in breach of its indemnification obligations hereunder, no Indemnified Party shall settle or compromise any other circumstances claim subject to indemnification hereunder without the consent of the Company. The Company will not be liable under the foregoing indemnification provision with respect to the Company or (ii) the operations ofany Indemnified Party, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct; and providedmisconduct by an Indemnified Party. If an Indemnified Party is reimbursed hereunder for any expenses, further, that if and such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the foregoing undertaking may be Liabilities in question resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. The Company agrees that if any indemnification sought by any Indemnified Party pursuant to this Section 4 is unavailable for any reason or is insufficient to hold the Indemnified Party harmless against any Liabilities referred to herein, then the Company shall contribute to the Liabilities for which such indemnification is held unavailable or unenforceable for any reason, insufficient in such proportion as is appropriate to reflect the Company hereby agrees relative benefits received (or anticipated to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made received) by the Company, then on the one hand, and the Indemnified Party, on the other hand, in connection with the transactions which gave rise to such payments will be promptly repaid Liabilities or, if such allocation is not permitted by applicable law, not only such Indemnitee relative benefits but also the relative faults of the Company, on the one hand, and the Indemnified Party, on the other hand, as well as any other equitable considerations, subject to the Company without interest. The rights of limitation that in any Indemnitee event the aggregate contribution by the Indemnified Parties to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument all Liabilities with respect to which contribution is available hereunder shall not exceed the fees actually received by the Sponsors in connection with the transaction which gave rise to such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationLiabilities (excluding any amounts paid as reimbursement of expenses).

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) indemnify, exonerate will indemnify and hold the Service Provider and harmless each of the Sponsor, its partnersaffiliates and their respective partners (both general and limited), shareholdersmembers (both managing and otherwise), members, affiliatesofficers, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and representatives (each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”such Person being an "INDEMNIFIED PARTY") free and harmless from and against any and all actions, causes of action, suitslosses, claims, damages and liabilities, losseswhether joint or several, damages expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the "LIABILITIES"), related to, arising out of or in connection with the advisory and consulting services contemplated by this Agreement or the engagement of the Sponsors pursuant to, and the performance by the Sponsors of the services contemplated by, this Agreement, and any other action taken by an Indemnified Party on behalf of the Company, whether or not pending or threatened, and any other action taken by an Indemnified Party on behalf of the Company, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The Company will reimburse any Indemnified Party for all reasonable costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ ' fees and expenses) as they are incurred by in connection with investigating, preparing, pursuing, defending or assisting in the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out defense of any action, cause of actionclaim, suit, arbitrationinvestigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or claim arising out ofproceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ one separate counsel at the expense of the Company and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. The Company agrees that it will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any way pending or threatened claim, suit, investigation, action or proceeding relating toto the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, (i) this Agreementcompromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, any transaction to which suit, investigation, action or proceeding. Provided the Company is a party not in breach of its indemnification obligations hereunder, no Indemnified Party shall settle or compromise any other circumstances claim subject to indemnification hereunder without the consent of the Company. The Company will not be liable under the foregoing indemnification provision with respect to the Company or (ii) the operations ofany Indemnified Party, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable misconduct by an Indemnified Party. If an Indemnified Party is reimbursed hereunder for any reasonexpenses, the Company hereby agrees to make the maximum contribution to the payment and satisfaction such reimbursement of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.expenses shall

Indemnity and Liability. Subject The Company hereby indemnifies and agrees to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider Bain, Xxxx Capital Investors, LLC, each of their respective affiliates and each of its partners, shareholders, members, affiliates, the respective directors, officers, fiduciariesemployees, general or limited partners, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, stockholders and controlling persons, employees, independent contractors and agents person of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations ofServices, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that except for any such Indemnified Liabilities arose on account of such Indemnitee’s arising from the Indemnitees’ gross negligence or willful misconduct; and provided. If, further, that if and to the extent that that, the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which that is permissible under the Company’s organizational documents and applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. Notwithstanding the foregoing or any other provisions hereof, the rights of the Indemnitees (other than Bain) hereunder may only be exercised on their behalf by Bain.

Indemnity and Liability. Subject to Section 3.1In consideration of the execution and delivery of this Agreement by Fenway and the provision of the Equity Investments by the Fenway Fund, the Company shall (i) hereby agrees to indemnify, exonerate and hold each of Fenway and the Service Provider Fenway Fund, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related Parties”"INDEMNITEES") free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages liabilities and costs damages, and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ ' fees and expenses) disbursements (collectively, the "INDEMNIFIED LIABILITIES"), incurred by the Related Parties Indemnitees or any of them before as a result of, or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company Equity Investments, the execution, delivery, performance, enforcement or (ii) the operations of, existence of this Agreement or the Services transactions contemplated hereby (including but not limited to any indemnification obligations assumed or Office Space provided incurred by the Service Provider to, any Indemnitee to or on behalf of the Company, or any of its affiliates from time to time; providedaccountants or other representatives, however, that the foregoing indemnification rights will not be available to the extent that agents or affiliates) except for any such Indemnified Liabilities arose arising on account of such Indemnitee’s 's gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will Indemnitees shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case liable to the extent Company or any such limitation is so determined to apply to of its affiliates for any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid act or omission suffered or taken by such Indemnitee as a result of, or arising out of, or relating to the Company without interest. The rights Equity Investments, the execution, delivery, performance, enforcement or existence of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement this Agreement or instrument to which such Indemnitee is the transactions contemplated hereby that does not constitute gross negligence or becomes a party or is or otherwise becomes a beneficiary or under law or regulationwillful misconduct.

Indemnity and Liability. Subject to Section 3.1, the The Company shall (i) will indemnify, exonerate and hold the Service Provider Managers, the Manager Designees and each of its their respective partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Original Agreement Date (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Managers or the Manager Designees to, the Company, or any of its their respective affiliates from time to time; provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject to Section 3.1The Avaya Companies, the Company shall (i) jointly and severally, will indemnify, exonerate and hold the Service Provider Managers, the Manager Designees and each of its their respective partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Merger Agreement, any transaction to which any of the Company Avaya Companies is a party or any other circumstances with respect to any of the Company Avaya Companies or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Managers or the Manager Designees to, the CompanyAvaya Companies, or any of its their respective affiliates (other than to portfolio companies of a Manager or such Manager’s affiliated investment vehicles) from time to timetime (including but not limited to any Indemnitee to or on behalf of the Avaya Companies, or any of their accountants or other representatives, agents or affiliates); provided, however, provided that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company Avaya Companies hereby agrees agree to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyAvaya Companies, then such payments will be promptly repaid by such Indemnitee to the Company Avaya Companies without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

Indemnity and Liability. Subject The Companies hereby solidarily (i.e. jointly and severally) indemnify and agree to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider each of Bain, each Bain Fund, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement charges (collectively, the “Indemnified Liabilities”), arising out incurred by the Indemnitees or any of any actionthem as a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) to this Agreement, any transaction to which the Company is a party Agreement or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Bain to, the any Company or any affiliate of any Company from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any Company, or any of its affiliates from time to time; providedtheir accountants or other representatives, however, that the foregoing indemnification rights will not be available to the extent that agents or affiliates) except for any such Indemnified Liabilities arose arising on account of such Indemnitee’s gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the each Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none None of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence Indemnitees will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case liable to the extent Companies or any such limitation is so determined to apply to of their affiliates for any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid act or omission suffered or taken by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement that does not constitute gross negligence or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulationwillful misconduct.

Indemnity and Liability. Subject The Companies hereby jointly and severally indemnify and agree to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider each of Sponsor, each Sponsor Fund, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) ), each of whom is an intended third party beneficiary of this Agreement and may specifically enforce the Companies’ obligations hereunder, free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (therewith, including without limitation reasonable attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement expenses (collectively, the “Indemnified Liabilities”), arising out incurred by the Indemnitees or any of any actionthem as a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the transactions contemplated by the Merger Agreement, any transaction to which the Company is Companies are a party party, the Equity Investments (including but not limited to service as a Sponsor designated member of the Board of Directors or Managers or analogous governing body of any of the Companies or any other circumstances with respect to affiliate thereof) or the Company ownership or sale thereof by any Sponsor Fund or any related transactions or (ii) the operations of, or the Services or Office Space services provided by the Service Provider Sponsor to, any of the Company, Companies or any affiliate of any of the Companies from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of any of the Companies or any of its affiliates from time to time; providedtheir accountants or other representatives, however, that the foregoing indemnification rights will not be available to the extent that agents or affiliates) except for any such Indemnified Liabilities arose on account of arising from such Indemnitee’s gross negligence or willful misconduct; , and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, each of the Company Companies hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which that is permissible under applicable law. For purposes of this Section 5.15(b), none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the CompanyCompanies, then such payments will shall be promptly repaid by such Indemnitee to the Company without interestCompanies. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Companies hereby agree that they are the indemnitors of first resort (i.e., their obligations to any Indemnitee under this Agreement are primary and any obligation of Sponsor (or any affiliate thereof other than the Companies) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessment and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitee are secondary), and if Sponsor (or any affiliate thereof other than the Companies) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any Indemnitee, then (i) Sponsor (or such affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Companies shall reimburse Sponsor (or such other affiliate) for the payments actually made. Each of the Companies hereby unconditionally and irrevocably waives, relinquishes and releases (and covenants and agrees not to exercise, and to cause each affiliate of any of the Companies not to exercise), any claims or rights that any of the Companies may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of one of the Companies’ obligations under this Agreement or under any indemnification obligation (whether pursuant to any other contract, any organizational document or otherwise), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Indemnitee against any Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right. None of the Indemnitees will be liable to the Companies or any of their affiliates for any act or omission suffered or taken by such Indemnitee that does not constitute willful misconduct.

Indemnity and Liability. Subject to Section 3.1The Loews Corporations, the Company shall (i) jointly and severally, will indemnify, exonerate and hold each of the Service Provider Managers, and each of its their respective partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling personsPersons, employees, independent contractors employees and agents of each of the foregoing (collectively, the “Related PartiesIndemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Related Parties Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actionas a result of, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, to (i) this Agreement, the Registration Rights Agreement, the Acquisition, any transaction to which the Company a Loews Corporation is a party or any other circumstances with respect to the Company or a Loews Corporation (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that other than any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for such Indemnified Liabilities arise out of any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each breach of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of Stockholders Agreement or the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of Subscription Agreement by such Indemnitee or its affiliated or associated Indemnitees or other related persons as determined by a court of competent jurisdiction in a final nonappealable judgment) or (ii) operations of, or services provided by any of the Managers to, the Loews Corporations, or any of their affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Sellers, the debt financers of the Loews Corporations or any of their respective accountants or other representatives, agents or affiliates) (other than any such effect, in which case Indemnified Liabilities to the extent such Indemnified Liabilities arise out of any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by breach of the Company, then such payments will be promptly repaid Stockholders Agreement or the Subscription Agreement by such Indemnitee to the Company without interest. The rights or its affiliated or associated Indemnitees or other related persons as determined by a court of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.competent