How does the litigation history involving Remax Regional, as described in Item 3, relate to the franchisee's obligations under the franchise agreement as listed in Item 9?

You understand and acknowledge that REMAX Regional and REMAX, LLC are parties to a regional master franchise agreement which authorizes REMAX Regional to sell franchises for RE/MAX offices. REMAX, LLC may terminate the regional master franchise agreement if REMAX Regional materially violates its terms. You acknowledge that in the event of the termination or expiration of the regional master franchise agreement between REMAX Regional and REMAX, LLC, REMAX, LLC shall have the option, to be exercised in its sole discretion, to elect to assume REMAX Regional's rights and obligations under this Agreement (or to designate another party to assume such rights and obligations) or to immediately terminate this Agreement upon notice to you. If REMAX, LLC elects to assume (or to designate another party to assume) such rights and obligations, you consent to the assumption and the assignment of all related rights under this Agreement, and you agree to execute any documents and take such other actions required or deemed necessary by REMAX, LLC to effect such assumption and assignment. You further agree that in the event of such an assumption and assignment, you shall hold REMAX, LLC harmless from any

obligation for performance or liability for default or non-performance by REMAX Regional under this Agreement which arises before the effective date of the assumption and assignment.

You shall be solely and exclusively responsible for any fines, taxes, costs, expenses, damages, loss or liability, of any kind or nature, arising out of any suits, actions, proceedings, claims or counterclaims, regardless of whether you were named or served in the matter relating to or arising out of your business or the operation of the Franchise (collectively "Claims"), including but not limited to, any acts or omissions of you, your Owners, employees or Sales Associates, or the operation of the Office, and including but not limited to (i) your alleged failure to comply with applicable laws and/or this Agreement, including but not limited to your de-identification obligations pursuant to Subsection 14.B; (ii) any Claim that REMAX Regional, REMAX, LLC or any of the Related Parties are a joint employer with you for any reason; and (iii) allegations that REMAX Regional, REMAX, LLC or its Related Parties were negligent or failed to train or supervise you, your Owners, or your Sales Associates, even if any Claims are brought or filed after transfer, termination or expiration of this Agreement or Abandonment of the Office. You agree to indemnify, defend and hold us and REMAX, LLC, and each of our and their Related Parties and our and their respective officers, directors, employees and shareholders harmless from and against, and to reimburse us and them for, all such fines, taxes, costs, expenses, damages, loss or liability for which we or they are held liable or which we or they incur in connection with any Claims, including, without limitation, actual and consequential damages, attorneys', accountants', and expert witness fees, cost of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses. You agree to waive all rights of subrogation against REMAX Regional, REMAX, LLC, each of our and their Related Parties, and our and their respective officers, directors, employees and shareholders. REMAX Regional and REMAX, LLC have the right to defend any Claims and, in connection therewith, to retain legal counsel of our or their choice and bill you for all costs and attorneys' fees incurred for any Claim originating from the acts/omissions of you, your Owners, employees, or Sales Associates, which costs and fees you