Indemnified Party to the Company or any of its subsidiaries. The Company shall defend at its own cost
and expense in respect of any Action which may be brought against the Company and/or its Affiliates and
the Indemnified Parties. The Company shall defend at its own cost and expense any and all Actions which
may be brought in which the Indemnified Parties may be impleaded with others upon any Action by the
Indemnified Parties, except that if such damage shall be proven to be the direct result of gross negligence,
bad faith, or willful misconduct by any of the Indemnified Parties, then such Indemnified Party shall
reimburse the Company for the costs of defense and other costs incurred by the Company in proportion to
such Indemnified Party’s culpability as proven. In the event of the assertion against any Indemnified Party
of any Action or the commencement of any Action, the Company shall be entitled to participate in such
Action and in the investigation of such Action and, after written notice from the Company to such
Indemnified Party, to assume the investigation or defense of such Action (at the Company’s sole cost and
expense) with counsel of the Company’s choice at the Company’s expense; provided, however, that such
counsel shall be reasonably satisfactory to the Indemnified Party. Notwithstanding anything to the
contrary contained herein, the Company may retain one firm of counsel to represent all Indemnified
Parties in such Action; provided, however, that the Indemnified Party shall have the right to employ a
single firm of separate counsel (and any necessary local or specialist counsel) and to participate in the
defense or investigation of such Action, and the Company shall bear the expense of such separate counsel
(and local counsel, if applicable). The Company further agrees that with respect to any Indemnified Party
who is employed, retained, or otherwise associated with, or appointed or nominated by, Olympus or any
of its Affiliates and who acts or serves as a Director, officer, manager, fiduciary, employee, consultant,
advisor, or agent of, for, or to the Company or any of its subsidiaries, that the Company or such
subsidiaries, as applicable, shall be primarily liable for all indemnification, reimbursements,
advancements, or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party
acting in such capacity or capacities on behalf or at the request of the Company, whether the Indemnity
Obligations are created by law, organizational or constituent documents, contract (including this
Agreement), or otherwise. The Company hereby agrees that in no event shall the Company or any of its
subsidiaries have any right or claim against Olympus for contribution or have rights of subrogation
against Olympus through an Indemnified Party for any payment made by the Company or any of its
subsidiaries with respect to any Indemnity Obligation. In addition, the Company hereby agrees that in the
event that Olympus pays or advances an Indemnified Party any expenses with respect to an Indemnity
Obligation, the Company will, or will cause its subsidiaries to, as applicable, promptly reimburse
Olympus for such payment or advance upon request, subject to the receipt by the Company of a written
undertaking executed by the Indemnified Party and Olympus that makes such payment or advance to
repay any such amounts if it shall ultimately be determined by a court of competent jurisdiction that such
Indemnified Party was not entitled to be indemnified by the Company. The foregoing right to indemnity
and advancement shall be in addition to any rights that any Indemnified Party may have at common law,
pursuant to the Company’s Certificate of Incorporation or Bylaws, pursuant to any other contract with the
Company or otherwise, and shall remain in full force and effect following the completion or any
termination of the engagement. If for any reason the foregoing indemnification is unavailable to any
Indemnified Party or insufficient to hold it harmless as and to the extent contemplated by this Section 8,
then the Company shall contribute to the amount paid or payable by the Indemnified Party as a result of
such Action in such proportion as is appropriate to reflect the relative benefits received by the Company,
on the one hand, and the Indemnified Party, as the case may be, on the other hand, as well as any other
relevant equitable considerations.
(b)The Company hereby acknowledges that certain of the Indemnified Parties have certain
rights to indemnification, advancement of expenses, and/or insurance provided by investment funds
managed by Olympus and certain of its Affiliates (collectively, the “Fund Indemnitors”). The Company
hereby agrees with respect to any indemnification, hold harmless obligation, expense advancement,