Common use of Limitation of Liability of the Administrator; Indemnification Clause in Contracts

Limitation of Liability of the Administrator; Indemnification. (a) Subject to Section 5(c) below, the Administrator and each of its directors, trustees, officers, stockholders or members (and their stockholders or members, including the owners of their stockholders or members), agents, employees, controlling persons (as determined under the 1940 Act (“Controlling Persons”)), any other person or entity affiliated with the Administrator (including its directors, trustees, officers, stockholders or members (and their stockholders or members, including the owners of their stockholders or members), agents, employees or Controlling Persons) and any other person or entity acting on behalf of, the Administrator (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) shall not be liable to the Company or any stockholder thereof for any action taken or omitted to be taken by the Administrator in connection with the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator of the Company, and the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in satisfaction of judgments, in compromises and settlement, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated (“Losses”) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties’ duties or obligations under this Agreement or otherwise as an administrator of the Company to the extent such Losses are not fully reimbursed by insurance and otherwise to the fullest extent such indemnification would not be inconsistent with the Company’s certificate of incorporation and bylaws, the 1940 Act, the laws of the State of New York and other applicable law. (b) For any claims indemnified by the Company under Section 5(a) above, to the fullest extent permitted by, and subject to the applicable conditions of, law, the Company shall promptly pay expenses (including legal fees and expenses) incurred by any Indemnified Party in appearing at, participating in or defending any action, suit, claim, demand or proceeding in advance of the final disposition of such action, suit, claim, demand or proceeding, including appeals, within 30 days after receipt by the Company of a statement or statements from the Indemnified Party requesting such advance or advances from time to time. Each Indemnified Party hereby undertakes to repay any amounts advanced on its behalf (without interest) to the extent that it is ultimately determined that the Indemnified Party is not entitled under this Agreement to be indemnified by the Company. Such undertaking shall be unsecured and accepted without reference to the financial ability of the Indemnified Parties to make repayment and without regard to the Indemnified Parties’ ultimate entitlement to indemnification under the other provisions of this Agreement. No other form of undertaking shall be required of the Indemnified Parties other than the execution of this Agreement. (c) Notwithstanding anything in provisions of this Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect any of the Indemnified Parties against, or entitle or be deemed to entitle any of the Indemnified Parties to indemnification in respect of, any Losses to the Company or its security holders to which the Indemnified Parties would otherwise be subject primarily attributable to the willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 5 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 5 to the fullest extent permitted by law. (d) At any time, the Administrator, and third parties providing such services for the benefit of the Company through arrangements with the Administrator may apply to any officer of the Company or officer of the Company’s investment adviser for instructions and may consult with legal counsel for the Company or its own outside legal counsel, at the expense of the Company with respect to any matter arising in connection with the services to be performed by the Administrator or any third party appointed by the Administrator under this Agreement, and the Administrator and such third parties shall not be liable and shall be indemnified by the Company for any action take or omitted by it in good faith in reliance upon such instructions. In carrying out its duties hereunder, the Administrator and such third parties shall be protected and indemnified in acting upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Company.

Limitation of Liability of the Administrator; Indemnification. (a) Subject to Section 5(c) belowThe Administrator, the Administrator its affiliates and each of its directors, trustees, their respective officers, stockholders or members (and their stockholders or membersmanagers, including the owners of their stockholders or members)partners, agents, employees, controlling persons (as determined under the 1940 Act (“Controlling Persons”))persons, members and any other person or entity affiliated with the Administrator (including its directors, trustees, officers, stockholders or members (and their stockholders or membersAdministrator, including the owners of their stockholders or members), agents, employees or Controlling Persons) without limitation its sole member and any other person affiliated with New Mountain Capital, L.L.C. to the extent they are providing services for or entity otherwise acting on behalf ofof the Administrator, Adviser or the Administrator (each an “Indemnified Party” andNew Mountain Funds, collectively, the “Indemnified Parties”) shall not be liable to the Company or any stockholder thereof New Mountain Funds for any action taken or omitted to be taken by the Administrator in connection with the performance of any of the Administrator’s its duties or obligations under this Agreement or otherwise as administrator of for the CompanyNew Mountain Funds, and New Mountain Finance and the Operating Company shall shall, jointly and severally, indemnify, defend and protect the Indemnified Parties (Administrator, its affiliates and their respective officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including without limitation its sole member and any person affiliated with New Mountain Capital, L.L.C., the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in satisfaction of judgments, in compromises and settlement, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated (“Losses”) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of New Mountain Finance or the Operating Company or its security holderstheir respective securityholders or members) arising out of or otherwise based upon the performance of any of the Indemnified Parties’ Administrator’s duties or obligations under this Agreement or otherwise as an administrator of for the Company to New Mountain Funds. AIV Holdings shall indemnify, defend and protect the extent such Losses are not fully reimbursed by insurance Administrator, its affiliates and otherwise to the fullest extent such indemnification would not be inconsistent their respective officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Company’s certificate of incorporation Administrator, including without limitation its sole member and bylawsany person affiliated with New Mountain Capital, L.L.C., the 1940 ActAdviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the laws of the State of New York “AIV Holdings Indemnified Parties”) and other applicable law. (b) For any claims indemnified by the Company under Section 5(a) abovehold them harmless from and against all damages, to the fullest extent permitted byliabilities, costs and subject to the applicable conditions of, law, the Company shall promptly pay expenses (including legal reasonable attorneys’ fees and expensesamounts reasonably paid in settlement) incurred by any the AIV Holdings Indemnified Party in appearing at, participating Parties in or defending by reason of any pending, threatened or completed action, suit, claim, demand investigation or other proceeding (including an action or suit by or in advance the right of AIV Holdings or its securityholders) arising out of or otherwise based upon the performance of any of the final disposition of such action, suit, claim, demand Administrator’s duties or proceeding, including appeals, within 30 days after receipt by the Company of a statement or statements from the Indemnified Party requesting such advance or advances from time to time. Each Indemnified Party hereby undertakes to repay any amounts advanced on its behalf (without interest) to the extent that it is ultimately determined that the Indemnified Party is not entitled obligations under this Agreement to be indemnified by or otherwise as administrator for the CompanyNew Mountain Funds. Such undertaking shall be unsecured and accepted without reference to Notwithstanding the financial ability of the Indemnified Parties to make repayment and without regard to the Indemnified Parties’ ultimate entitlement to indemnification under the other provisions of this Agreement. No other form of undertaking shall be required of the Indemnified Parties other than the execution of this Agreement. (c) Notwithstanding anything in provisions preceding sentence of this Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect any of the Indemnified Parties against, or AIV Holdings Indemnified Parties against or entitle or be deemed to entitle any of the Indemnified Parties or AIV Holdings Indemnified Parties to indemnification in respect of, any Losses liability to New Mountain Finance or its securityholders, the Operating Company or its security holders members or AIV Holdings or its securityholders to which the Indemnified Parties or AIV Holdings Indemnified Parties would otherwise be subject primarily attributable to the by reason of willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable), as the same shall be determined in accordance with the 1940 Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 5 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 5 to the fullest extent permitted by law. (d) At any time, the Administrator, and third parties providing such services for the benefit of the Company through arrangements with the Administrator may apply to any officer of the Company or officer of the Company’s investment adviser for instructions and may consult with legal counsel for the Company or its own outside legal counsel, at the expense of the Company with respect to any matter arising in connection with the services to be performed by the Administrator or any third party appointed by the Administrator under this Agreement, and the Administrator and such third parties shall not be liable and shall be indemnified by the Company for any action take or omitted by it in good faith in reliance upon such instructions. In carrying out its duties hereunder, the Administrator and such third parties shall be protected and indemnified in acting upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Company.

Limitation of Liability of the Administrator; Indemnification. (a) Subject to Section 5(c) belowThe Administrator, the Administrator its affiliates and each of its directors, trustees, their respective officers, stockholders or members (and their stockholders or membersmanagers, including the owners of their stockholders or members)partners, agents, employees, controlling persons (as determined under the 1940 Act (“Controlling Persons”))persons, members and any other person or entity affiliated with the Administrator (including its directors, trustees, officers, stockholders or members (and their stockholders or membersAdministrator, including the owners of their stockholders or members), agents, employees or Controlling Persons) without limitation its sole member and any other person affiliated with New Mountain Capital, L.L.C. to the extent they are providing services for or entity otherwise acting on behalf ofof the Administrator, Advisor or the Administrator (each an “Indemnified Party” and, collectively, the “Indemnified Parties”New Mountain Funds) shall not be liable to the Company or any stockholder thereof New Mountain Funds for any action taken or omitted to be taken by the Administrator in connection with the performance of any of the Administrator’s its duties or obligations under this Agreement or otherwise as administrator of for the CompanyNew Mountain Funds, and New Mountain Finance and the Operating Company shall shall, jointly and severally, indemnify, defend and protect the Indemnified Parties (Administrator, its affiliates and their respective officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including without limitation its sole member and any person affiliated with New Mountain Capital, L.L.C., the Advisor, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in satisfaction of judgments, in compromises and settlement, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated (“Losses”) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of New Mountain Finance or the Operating Company or its security holderstheir respective securityholders or members) arising out of or otherwise based upon the performance of any of the Indemnified Parties’ Administrator’s duties or obligations under this Agreement or otherwise as an administrator of for the Company to New Mountain Funds. Notwithstanding the extent such Losses are not fully reimbursed by insurance and otherwise to the fullest extent such indemnification would not be inconsistent with the Company’s certificate of incorporation and bylaws, the 1940 Act, the laws of the State of New York and other applicable law. (b) For any claims indemnified by the Company under Section 5(a) above, to the fullest extent permitted by, and subject to the applicable conditions of, law, the Company shall promptly pay expenses (including legal fees and expenses) incurred by any Indemnified Party in appearing at, participating in or defending any action, suit, claim, demand or proceeding in advance of the final disposition of such action, suit, claim, demand or proceeding, including appeals, within 30 days after receipt by the Company of a statement or statements from the Indemnified Party requesting such advance or advances from time to time. Each Indemnified Party hereby undertakes to repay any amounts advanced on its behalf (without interest) to the extent that it is ultimately determined that the Indemnified Party is not entitled under this Agreement to be indemnified by the Company. Such undertaking shall be unsecured and accepted without reference to the financial ability of the Indemnified Parties to make repayment and without regard to the Indemnified Parties’ ultimate entitlement to indemnification under the other provisions of this Agreement. No other form of undertaking shall be required of the Indemnified Parties other than the execution of this Agreement. (c) Notwithstanding anything in provisions preceding sentence of this Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect any of the Indemnified Parties against, against or entitle or be deemed to entitle any of the Indemnified Parties to indemnification in respect of, any Losses liability to New Mountain Finance or its securityholders or the Operating Company or its security holders members to which the Indemnified Parties would otherwise be subject primarily attributable to the by reason of willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable), as the same shall be determined in accordance with the 1940 Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 5 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 5 to the fullest extent permitted by law. (d) At any time, the Administrator, and third parties providing such services for the benefit of the Company through arrangements with the Administrator may apply to any officer of the Company or officer of the Company’s investment adviser for instructions and may consult with legal counsel for the Company or its own outside legal counsel, at the expense of the Company with respect to any matter arising in connection with the services to be performed by the Administrator or any third party appointed by the Administrator under this Agreement, and the Administrator and such third parties shall not be liable and shall be indemnified by the Company for any action take or omitted by it in good faith in reliance upon such instructions. In carrying out its duties hereunder, the Administrator and such third parties shall be protected and indemnified in acting upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Company.

Limitation of Liability of the Administrator; Indemnification. (a) Subject to Section 5(c) below, the Administrator and each of its directors, trustees, officers, stockholders or members (and their stockholders or members, including the owners of their stockholders or members), agents, employees, controlling persons (as determined under the 1940 Act (“Controlling Persons”)), any other person or entity affiliated with the Administrator (including its directors, trustees, officers, stockholders or members (and their stockholders or members, including the owners of their stockholders or members), agents, employees or Controlling Persons) and any other person or entity acting on behalf of, the Administrator (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) shall not be liable to the Company or any stockholder thereof for any action taken or omitted to be taken by the Administrator in connection with the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator of the Company, and the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in satisfaction of judgments, in compromises and settlement, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated (“Losses”) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties’ duties or obligations under this Agreement or otherwise as an administrator of the Company to the extent such Losses are not fully reimbursed by insurance and otherwise to the fullest extent such indemnification would not be inconsistent with the Company’s certificate of incorporation and bylaws, as they may be in effect from time to time (the “Organizational Documents”), the 1940 Act, the laws of the State of New York and other applicable lawlaw (including, if applicable, ERISA). (b) For any claims indemnified by the Company under Section 5(a) above, to the fullest extent permitted by, and subject to the applicable conditions of, lawlaw (including, if applicable, ERISA), the Company shall promptly pay expenses (including legal fees and expenses) incurred by any Indemnified Party in appearing at, participating in or defending any action, suit, claim, demand or proceeding in advance of the final disposition of such action, suit, claim, demand or proceeding, including appeals, within 30 days after receipt by the Company of a statement or statements from the Indemnified Party requesting such advance or advances from time to time. Each Indemnified Party hereby undertakes to repay any amounts advanced on its behalf (without interest) to the extent that it is ultimately determined that the Indemnified Party is not entitled under this Agreement to be indemnified by the Company. Such undertaking shall be unsecured and accepted without reference to the financial ability of the Indemnified Parties to make repayment and without regard to the Indemnified Parties’ ultimate entitlement to indemnification under the other provisions of this Agreement. No other form of undertaking shall be required of the Indemnified Parties other than the execution of this Agreement. (c) Notwithstanding anything in provisions of this Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect any of the Indemnified Parties against, or entitle or be deemed to entitle any of the Indemnified Parties to indemnification in respect of, any Losses to the Company or its security holders to which the Indemnified Parties would otherwise be subject primarily attributable to the willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunderthereunder and, if applicable, the provisions of ERISA). In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 5 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 5 to the fullest extent permitted by lawlaw (including, if applicable, ERISA) and the Organizational Documents. (d) At any time, the Administrator, and third parties providing such services for the benefit of the Company through arrangements with the Administrator may apply to any officer of the Company or officer of the Company’s investment adviser for instructions and may consult with legal counsel for the Company or its own outside legal counsel, at the expense of the Company with respect to any matter arising in connection with the services to be performed by the Administrator or any third party appointed by the Administrator under this Agreement, and the Administrator and such third parties shall not be liable and shall be indemnified by the Company for any action take or omitted by it in good faith in reliance upon such instructions. In carrying out its duties hereunder, the Administrator and such third parties shall be protected and indemnified in acting upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Company.