The parties acknowledge that the indemnification and other provisions of Section 8 of the Advisory Agreement apply with respect to ACM’s involvement in the transactions contemplated by the Merger Agreement and the transactions contemplated by this letter; provided that ACM shall not be entitled to indemnification pursuant to Section 8 of the Advisory Agreement for any liability of ARCC or ACM that is finally, judicially determined to have arisen solely out of the breach by ACM of its obligations under this letter or the Merger Agreement; provided further that, if ACM and ARCC are both alleged or judicially determined to have breached the Merger Agreement, ACM shall be entitled to indemnification in connection with any actions, suits, investigations or proceedings relating thereto.