Common use of Indemnification Limitation of Liability Clause in Contracts

Indemnification Limitation of Liability. (a) To the fullest extent permitted by Applicable Law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company from and against any and all Claims or other amounts arising from any and all Claims, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, however, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.1, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other Members. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary duties.

Indemnification Limitation of Liability. (a) To Whether or not the fullest extent permitted by Applicable Law but subject transactions contemplated hereby are consummated, the Borrower agrees to the limitations expressly provided in this Agreementindemnify and hold harmless each Agent-Related Person and each Lender and each of their Affiliates and their respective officers, all Indemnitees shall be indemnified directors, employees, agents, and held harmless by the Company advisors (each, an “Indemnified Party”) from and against any and all Claims or other amounts arising from any claims, damages, losses, liabilities, and all Claimsreasonable, whether civil, criminal, administrative or investigativedocumented out-of-pocket costs and expenses (limited, in which any Indemnitee the case of counsel, to the reasonable and documented attorneys’ fees of one primary counsel to the Indemnified Parties, taken as a whole, and an additional single local counsel in each applicable local jurisdiction for all such Indemnified Parties (and, to the extent reasonably necessary in the case of an actual or perceived conflict of interest, one additional counsel for all similarly situated affected Indemnified Parties)) that may be involvedincurred by or awarded against any Indemnified Party, in each case arising out of or is threatened to be involved, as a party in connection with or otherwise, by reason of its status as an Indemnitee; provided(including, howeverwithout limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans or the Letters of Credit (all of the foregoing, collectively, the “Indemnified Liabilities”), except to the extent that the Indemnitee shall not be indemnified and held harmless if there has been any such Indemnified Liability (i) is found by a final and non-appealable judgment entered by or determination of a court of competent jurisdiction determining thatto arise from the bad faith, willful misconduct or gross negligence of such Indemnified Party or such Indemnified Party’s affiliates, directors, officers, employees, advisors or agents, (ii) is found by a judgment or determination of a court of competent jurisdiction to have resulted from a breach in any material respect of the obligations of such Indemnified Party under the Loan Documents or (iii) arises out of or in connection with any claim, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of the Borrower’s affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than any such claim, litigation, investigation or proceeding brought against any Indemnified Party solely in its capacity as such or in fulfillment of its role as an Agent, Arranger or similar role under the Revolving Credit Facility). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found by a judgment or determination of a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. Neither any Agent-Related Person, nor any Lender, nor any of their Affiliates, nor any of their respective directors, officers, employees, attorneys, agents or advisors (collectively, the “Agent/Lender Entities”) shall be liable, on any theory of liability, for (and the Borrower and its Affiliates agree not to assert any claim against any Agent/Lender Entity for) any special, indirect, consequential or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated therein or the actual or proposed use of the proceeds of the Loans. Neither the Borrower nor any of the Borrower’s affiliates nor any of their respective directors, officers, employees, attorneys, agents and advisors (collectively, the “Borrower Entities”) shall be liable, on any theory of liability, for (and Agent-Related Persons, Lenders and their respective Affiliates agree not to assert any claim against any Borrower Entities for) any special, indirect, consequential or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated therein or the actual or proposed use of the proceeds of the Loans (other than in respect of any such damages incurred or paid by any Indemnified Party to a third party in circumstances in which such Indemnified Party is otherwise entitled to indemnification in accordance with the matter for which the Indemnitee is seeking indemnification pursuant to terms of this Section 9.1, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other Members. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary duties.11.9)

Indemnification Limitation of Liability. Borrower shall indemnify and hold harmless Bank and each of its affiliates and their respective officers, directors, employees, agents and advisors (aeach, an “Indemnified Party”) To the fullest extent permitted by Applicable Law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company from and against any and all Claims claims, damages, losses, liabilities, costs and expenses (including without limitation reasonable attorneys’ fees) that may be incurred by or other amounts arising from asserted or awarded against any and all Claims, whether civil, criminal, administrative or investigativeIndemnified Party, in which any Indemnitee may be involved, each case arising out of or is threatened to be involved, as a party in connection with or otherwise, by reason of its status as an Indemnitee; provided(including without limitation in connection with any investigation, howeverlitigation, that or proceeding or preparation of defense in connection therewith) the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining thatCredit Documents, in respect any Collateral, any of the matter for which transactions contemplated herein or the Indemnitee is seeking indemnification pursuant actual or proposed use of the proceeds of any Advance or the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the Collateral or any of the assets, properties or operations of Borrower, any Subsidiary or any predecessor in interest, directly or indirectly, except to this Section 9.1the extent such claim, the Indemnitee acted in bad faith damage, loss, liability, cost or engaged in fraud, expense results from such Indemnified Party’s gross negligence or willful misconduct or, in or willful breach of this Agreement. In the case of a criminal matteran investigation, acted with knowledge that litigation or other proceeding to which the Indemnitee’s conduct was unlawful. Any indemnification pursuant to indemnity in this Section 9.1 §11.23 applies, such indemnity shall be made only effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrower hereby waives and agrees not to assert any claim against Bank, any of its affiliates, or any of their respective directors, officers, employees, attorneys, agents and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the assets Credit Documents, any of the Companytransactions contemplated herein or therein or the actual or proposed use of the proceeds of any Advance. To the extent that any of the indemnities required from Borrower under this §11.23 are unenforceable because they violate any Applicable Law or public policy, Borrower shall pay the maximum amount which it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required by the Act, and to the fullest extent such limitation is permitted by to pay under Applicable Law, no Member shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other Members. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary duties.

Indemnification Limitation of Liability. The Adviser and any Sub-Adviser (aand their officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the Investment Company Act) To and any other person or entity affiliated with, or acting on behalf of the Adviser or Sub-Adviser) (each an “Indemnified Party” and, collectively, the “Indemnified Parties”), shall not be liable to the Fund for any action taken or omitted to be taken by any such Indemnified Party in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund (except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), and the Fund 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 damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (“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 Fund 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, any Sub-Advisory Agreement, or otherwise as an investment adviser of the Fund, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Delaware, the Investment Company Act or other applicable law, or the Declaration of Trust or Bylaws. Notwithstanding the preceding sentence of this Section 8 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of any Losses to the Fund or its shareholders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the 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 8 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 8 to the fullest extent permitted by Applicable Law but subject to the limitations expressly provided in this Agreement, all Indemnitees law. An Indemnified Party shall be indemnified and held harmless by entitled to advances from the Company from and against any and all Claims or other amounts arising from any and all Claims, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, however, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect Fund for payment of the reasonable expenses (including reasonable counsel fees and expenses) incurred by it in connection with the matter for as to which the Indemnitee it is seeking indemnification pursuant to this Section 9.1, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required by the Act, manner and to the fullest extent permissible under law. Prior to any such limitation is permitted by Applicable Lawadvance, no Member the Indemnified Party shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) provide to the Company or the other Members. The Members acknowledge and agree Fund a written affirmation of its good faith belief that the foregoing is intended standard of conduct necessary for indemnification by the Fund has been met and a written undertaking to comply with repay any such advance if it should ultimately be determined that the provisions standard of conduct has not been met. In addition, at least one of the Act following additional conditions shall be met: (including Section 18-1101 a) the Indemnified Party shall provide a security in form and amount acceptable to the Fund for its undertaking; (b) the Fund is insured against losses arising by reason of the Actadvance; or (c) permitting members a majority of a limited liability company quorum of disinterested non-party trustees of the Fund or independent legal counsel, in a written opinion, shall have determined, based on a review of facts readily available to eliminate fiduciary dutiesthe Fund at the time the advance is proposed to be made, that there is reason to believe that the Indemnified Party will ultimately be found to be entitled to indemnification.

Indemnification Limitation of Liability. (a) To The Borrower, to the fullest maximum extent permitted by Applicable Law but subject applicable law, agrees to indemnify and hold harmless the limitations expressly provided in this AgreementAgent and each Lender and each of their affiliates and their respective officers, all Indemnitees shall be indemnified directors, employees, agents, and held harmless by the Company advisors (each, an “Indemnified Party”) from and against any and all Claims claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by or other amounts arising from asserted or awarded against any and all Claims, whether civil, criminal, administrative or investigativeIndemnified Party, in which any Indemnitee may be involved, each case arising out of or is threatened to be involved, as a party in connection with or otherwise, by reason of its status as an Indemnitee; provided(including, howeverwithout limitation, that in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Indemnitee shall not be indemnified and held harmless if there has been Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans (collectively, “Indemnified Liabilities”), except to the extent such claim, damage, loss, liability, cost, or expense is found in a final and final, non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.1, the Indemnitee acted in bad faith have resulted from such Indemnified Party’s gross negligence or engaged in fraud, willful misconduct or, in misconduct. In the case of a criminal matteran investigation, acted with knowledge that litigation or other proceeding to which the Indemnitee’s conduct was unlawful. Any indemnification pursuant to indemnity in this Section 9.1 11.9 applies, such indemnity shall be made only effective whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the transactions contemplated herein, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from such Indemnified Party’s gross negligence or willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the assets Loan Documents, any of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company transactions contemplated herein or the other Members. The Members acknowledge and agree that the foregoing is intended to comply with the provisions actual or proposed use of the Act (including Section 18-1101 proceeds of the Act) permitting members of a limited liability company to eliminate fiduciary dutiesLoans.

Indemnification Limitation of Liability. (a) To the fullest extent permitted by Applicable Law but Each Seller hereby agrees, subject to the limitations expressly provided in provisions of this AgreementSection 11.1, all Indemnitees shall be indemnified to save, protect, defend indemnify and held hold harmless by the Company Purchaser and Purchaser’s affiliates from and against any and all Losses or Claims incurred by Purchaser or other amounts arising from any and all Claims, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, its affiliates by reason of its status as an Indemnitee; provided(i) any breach of any of the representations and warranties or covenants made by such Seller in this Agreement (subject, however, to any limitations on liability with respect to the same set forth herein, including in this Section 11.1 and, in the case of any breach of any representation or warranty by a Seller, as further described in Section 9.3, no Seller shall have any obligation with respect thereto to the extent any claim under this Section 11.1 is made by Purchaser after the expiration of the applicable survival and claim period with respect to such representation or warranty) and (ii) any action or inaction of such Seller or such Seller’s property managers (but not for matters arising after the Closing in the case of property managers that Purchaser retains or with respect to Purchaser’s WARN Act Obligations) for such Seller’s Hotel Assets with respect to employment matters, including, but not limited to, employment-related taxes, policies, benefit plans and practices. Notwithstanding anything to the Indemnitee contrary contained herein, if the Closing occurs (and Purchaser shall not have, in writing, expressly waived, relinquished or released any applicable rights in further limitation), the liability of each Seller arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of such Seller under this Agreement (or any document executed or delivered in connection herewith, other than the Purchaser Holdco Operating Agreement) shall not, in the aggregate, exceed an amount equal to (a) such Seller’s Pro Rata Share multiplied by (b) $30,000,000.00. No Seller shall be liable to Purchaser in respect of the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of such Seller under this Agreement (or any document executed or delivered in connection herewith, other than the Purchaser Holdco Operating Agreement to the extent provided therein, if at all) unless and until the aggregate sum of such obligations of all of the Sellers exceeds $10,000,000.00, at which point such Seller shall be liable for the full amount of its obligations, subject, however, to the limit set forth in the previous sentence. The indemnity obligations of the Sellers with respect to the Pending Litigation contained in Section 10.4 shall not be indemnified subject to the foregoing limitations of liability and held harmless if there has been shall not be included in the calculations made pursuant to this Section 11.1. W2007 Equity Inns Senior Mezz, LLC hereby joins this Section 11.1 solely for the purpose of sharing liability, on a joint and several basis, with the Sellers of the First Pool Assets for any amounts owed by such Sellers under this Section 11.1, as determined by a final and (i.e., non-appealable judgment entered by appealable) order of a court of competent jurisdiction determining that(subject to the same limitations of liability set forth above in this Section 11.1). W2007 Equity Inns Partnership, in respect L.P. hereby joins this Section 11.1 solely for the purpose of sharing liability, on a joint and several basis, with the Sellers of the matter Second Pool Assets for which the Indemnitee is seeking indemnification pursuant to ninety-nine percent (99%) of any amounts owed by such Sellers under this Section 9.111.1, as determined by a final (i.e., non-appealable) order of a court of competent jurisdiction (subject to the Indemnitee acted same limitations of liability set forth above in bad faith this Section 12.1). W2007 Equity Inns Trust hereby joins this Section 11.1 solely for the purpose of sharing liability, on a joint and several basis, with the Sellers of the Second Pool Assets for one percent (1%) of any amounts owed by such Sellers under this Section 11.1, as determined by a final (i.e., non-appealable) order of a court of competent jurisdiction (subject to the same limitations of liability set forth above in this Section 12.1). The provisions of this Section 11.1 shall survive the Closing or engaged in fraud, willful misconduct or, any termination of this Agreement. Nothing herein shall be construed to modify or limit any offset rights with respect to breach of obligations by Sellers hereunder expressly set forth in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other Members. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary dutiesPurchaser Holdco Operating Agreement.

Indemnification Limitation of Liability. (a) To Tekmira and Protiva will indemnify UBC, its Board of Governors, officers, employees, faculty, students and agents (“UBC Indemnitees”) for any claims, including reasonable attorneys’ fees for defending those claims (“Claims”), based on or arising out of (i) the fullest extent permitted exercise by Applicable Law but subject to the limitations expressly provided in Tekmira Indemnitees (defined below) of their rights under this Supplemental Agreement or the Research Agreement, all Indemnitees shall be indemnified and held harmless or (ii) the use of the UBC Controlled IP, Consultant IP or any Licensed Products by the Company from and against any and all Claims Tekmira Indemnitees or other amounts arising from any and all Claimstheir respective distributors, whether civil, criminal, administrative customers or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemniteeend-users; provided, however, that the Indemnitee Tekmira and Protiva shall not be indemnified required to indemnify the UBC Indemnitees for any Claim (x) that arises solely due to the gross negligence or willful misconduct of, or the material breach of this Supplemental Agreement or Research Agreement by, a UBC Indemnitee or (y) described under clause (i) above unless such Claim alleges the negligence or willful misconduct of, or the material breach of this Supplemental Agreement or Research Agreement by, a Tekmira Indemnitee, it being understood and held harmless agreed that such indemnification obligation shall not apply if there has been a final and non-appealable judgment entered such allegations are later determined by a court or jury of competent jurisdiction determining thatin an un-reversed, in respect un-appealable or un-appealed decision, to be untrue or unproven, with the result that such allegations are dismissed or withdrawn (other than by agreement between the indemnifying party and the plaintiff making such allegations). UBC will promptly notify Tekmira and Protiva of a Claim and will reasonably cooperate with the defense thereof. Each of Tekmira and Protiva shall be entitled to exercise its right of offset as a Payor described under Section 11.5 of the matter for which the Indemnitee is seeking indemnification Research Agreement to recover any amounts paid to UBC pursuant to this Section 9.1, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct 10(a) which UBC was unlawful. Any indemnification pursuant not entitled to this Section 9.1 shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other Members. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary dutiesreceive.

Indemnification Limitation of Liability. (a) To The Company, to the fullest maximum extent permitted by Applicable Law but subject applicable law, agrees to the limitations expressly provided in this Agreementindemnify and hold harmless each Lender-Related Person (each such Person, all Indemnitees shall be indemnified and held harmless by the Company an “Indemnified Party”) from and against any and all Claims Liabilities and expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by or other amounts arising from asserted or awarded against any and all Claims, whether civil, criminal, administrative or investigativeIndemnified Party, in which any Indemnitee may be involved, each case arising out of or is threatened to be involved, as a party in connection with or otherwise, by reason of its status as an Indemnitee; provided(including, howeverwithout limitation, that in connection with any Proceeding or preparation of defense in connection therewith) (i) in the Indemnitee shall not be indemnified case of the Arrangers, the Administrative Agent and held harmless if there has been their Related Parties only, the structuring, arrangement or syndication of the credit facility established hereby (and all related commitment and fee letters and the execution, delivery or performance thereof) and (ii) this Agreement and the other Loan Documents and the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except, in each case, to the extent such Liabilities or expenses are found in a final and final, non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of to have resulted from the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.1, the Indemnitee acted in bad faith gross negligence or engaged in fraud, willful misconduct or, in of such Indemnified Party or any Related Party of such Indemnified Party. In the case of a criminal matter, acted with knowledge that Proceeding to which the Indemnitee’s conduct was unlawful. Any indemnification pursuant to indemnity in this Section 9.1 10.09 applies, such indemnity shall be made only out of the assets of the Company, it being agreed that the Members shall effective whether or not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required Proceeding is brought by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or any of its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. This paragraph shall not apply with respect to Taxes other Members. The Members acknowledge and agree than any Taxes that the foregoing is intended to comply with the provisions of the Act (including Section 18represent losses, claims or damages arising from any non-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary dutiesTax claim.

Indemnification Limitation of Liability. (a) To the fullest extent permitted by Applicable Law but law, Recipient shall indemnify, defend and hold harmless ATCC and its Contributors against all third party claims, losses, expenses and damages, including reasonable attorneys’ fees (collectively “Claims”) arising out of or relating to Recipient’s and its transferees’ use, receipt, handling, storage, transfer, disposal and other activities relating to ATCC Materials, provided that Recipient’s liability shall be limited to the extent that any such Claim arises out of ATCC’s gross negligence or willful misconduct. All non- monetary settlements of any such Claims are subject to ATCC’s prior written consent, which consent shall not be unreasonably withheld. If Recipient is the limitations expressly provided in this AgreementU.S. federal government or a state institution or a foreign equivalent organization, Recipient shall assume all Indemnitees shall be indemnified and held harmless by the Company from and against liability for any and all Claims arising out of or relating to Recipient’s and its transferees’ use, receipt, handling, storage, transfer, disposal and other amounts arising from any and all Claimsactivities relating to ATCC Materials to the extent provided under the Federal Tort Claims Act, whether civil28 U.S.C. §§ 2671 et seq. or under equivalent applicable State or foreign law. ALL ATCC ORIGINAL MATERIALS ARE SUPPLIED “AS IS”. ATCC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, criminalEITHER EXPRESS OR IMPLIED, administrative or investigativeAND EXPRESSLY DISCLAIMS WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR APARTICULAR PURPOSE. To the maximum extent permitted by law, in which no event will ATCC or its Contributors be liable for any Indemnitee may be involvedindirect, special, incidental or is threatened to be involved, as a party consequential damages of any kind in connection with or otherwise, by reason of its status as an Indemnitee; provided, however, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.1, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be made only arising out of the assets MTA or ATCC Materials (whether in contract, tort, negligence, strict liability, statute or otherwise) even if ATCC has been advised of the Company, it being agreed possibility of such damages. In no event shall ATCC’s cumulative liability to the Recipient exceed the fees paid by Recipient under this MTA and the applicable ATCC purchase order for the twelve (12) month period preceding the date of the event giving rise to the first such claim. Recipient agrees that the Members limitations of liability set forth in this MTA shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties (including any duty apply even if a limited remedy provided hereunder fails of loyalty or duty of care) to the Company or the other Membersits essential purpose. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of this Indemnification; Limitation of Liability section shall survive termination or expiration of this MTA. Property Rights ATCC and/or its Contributors shall retain ownership of all right, title and interest in the Act ATCC Materials, including such ATCC Materials contained or incorporated in Modifications. Recipient retains ownership of: (including Section 18-1101 a) Modifications (except that, as between the parties, ATCC retains ownership rights to ATCC Material included therein and use of the ActATCC Materials remains subject to Scope of Use, above) permitting members of a limited liability company to eliminate fiduciary duties.and

Indemnification Limitation of Liability. (a) To the fullest extent permitted by Applicable Law but subject In addition to the limitations expressly provided in this Agreementpayment of expenses pursuant to Section 14.4, all Indemnitees whether or not the transactions contemplated hereby shall be indemnified consummated, each Note Party agrees, jointly and held severally, to indemnify, pay and hold each Noteholder and the partners, members, officers, directors, employees, Affiliates and agents of each Noteholder (collectively, the “Indemnitees”) harmless by the Company from and against any and all Claims liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or other amounts arising from nature whatsoever (including, without limitation, interest and penalties with respect thereto and out-of-pocket expenses and the fees and disbursements of counsel for such Indemnitees in connection with any and all Claims, whether civil, criminalinvestigative, administrative or investigativejudicial proceedings, whether or not such Indemnitees shall be designated a party thereto), whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims, which may be imposed on, incurred by, or asserted against any such Indemnitee, in which any Indemnitee may be involvedmanner relating to or arising out of (i) the Subordinated Debt Documents and all other matters related thereto or in connection therewith, (ii) the Noteholders’ agreement to acquire the Notes, (iii) the violation of any securities law by any Note Party, or is threatened (iv) the failure of any of the parties (other than the Noteholders) to be involvedthe Subordinated Debt Documents to comply with any law, as a party rule or otherwise, regulation applicable to the transactions contemplated thereby (the “Indemnified Liabilities”); provided that no Note Party shall have any obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are determined by reason of its status as an Indemnitee; provided, however, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by decision of a court of competent jurisdiction determining thatto have resulted from the gross negligence or willful misconduct of such Indemnitee; provided, further, that the Note Parties shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in respect of the matter addition to up to one local counsel in each applicable local jurisdiction) for which the Indemnitee is seeking indemnification pursuant to all Indemnitees under this Section 9.1, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or14.5 unless, in the case written opinion of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant outside counsel reasonably satisfactory to this Section 9.1 shall be made only out of the assets of the Company, it being agreed that representation of all such indemnified persons would be inappropriate due to the Members existence of an actual or potential conflict of interest. Notwithstanding any thing to the contrary set forth herein, the agreements and obligations of the Note Parties contained in this Section 14.5 shall not be personally liable for such indemnification survive the payment in full of principal, interest and all other amounts payable hereunder and under any of the other Subordinated Debt Documents. No Noteholder shall have no obligation any liability to contribute any Note Party (whether in tort, contract, or lend otherwise) for consequential damages suffered by such Note Party in connection with, arising out of, or in any monies way related to, the transactions or property relationships contemplated by the Subordinated Debt Documents, or any act, omission or event occurring in connection therewith, or for any special, exemplary or punitive damages, and each Note Party hereby waives, to the Company maximum extent not prohibited by law, any right it may have to enable it to effectuate such indemnification. Except as required by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe claim or recover any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other Members. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary dutiesforegoing.

Indemnification Limitation of Liability. (a) To The Sub-Adviser shall indemnify and hold harmless the fullest extent permitted by Applicable Law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company Adviser from and against any and all Claims claims, losses, liabilities, damages or litigation (including reasonable attorney's fees and other amounts arising from any and all Claimsrelated expenses) incurred by the Adviser caused by the willful misconduct, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involvednegligence, or is threatened to be involvedmaterial breach of this Agreement by Sub-Adviser, as a party or otherwise, by reason of its status as an Indemnitee; provided, however, that the Indemnitee Sub-Adviser's obligation under this Paragraph 8 shall be reduced to the extent that the claim against, or the loss, liability, damage or litigation experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities, damages or litigation (including reasonable attorney's fees and other related expenses) incurred by the Sub-Adviser caused by (i) the willful misconduct, negligence, or material breach of this Agreement by the Adviser; and (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus covering shares of a Fund, all marketing materials and advertising, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, unless such statement or omission was made in reliance upon written information furnished to a Fund or the Adviser by the Sub-Adviser, provided, however, that the Adviser's obligation under this Paragraph 8 shall be indemnified and held harmless if there has been a final and nonreduced to the extent that the claim against, or the loss, liability, damage or litigation experienced by the Sub-appealable judgment entered Adviser, is caused by a court or is otherwise directly related to the Sub-Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of competent jurisdiction determining thatits duties under this Agreement. Without limiting the foregoing, the Sub-Adviser shall have no liability for any act or omission taken by the Adviser, another sub-adviser, or any other third party, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.1, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case non-GSAM Portion of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other Members. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary dutiesFund.

Indemnification Limitation of Liability. The Lenders agree to indemnify the Administrative Agent and its Related Parties, ratably according to their pro rata share of the Aggregate Credit Facility Exposure (a) To the fullest extent permitted by Applicable Law but subject to the limitations expressly provided in this Agreementexcluding Swing Loans), all Indemnitees shall be indemnified and held harmless by the Company from and against any and all Claims liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind whatsoever that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, incurred by or asserted against the Administrative Agent or such Related Parties in any way relating to or arising out of this Agreement or any other amounts arising from any and all Claims, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involvedLoan Document, or is threatened any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted to be involvedtaken by the Administrative Agent or such Related Parties under or in connection with any of the foregoing, as a party or otherwise, but only to the extent that any of the foregoing is not paid by reason of its status as an Indemniteethe Borrower; provided, however, that no Lender shall be liable to the Indemnitee shall not be indemnified and held harmless if there has been Administrative Agent or any of its Related Parties for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting solely from the Administrative Agent’s or such Related Parties’ gross negligence or willful misconduct as determined by a final and non-appealable judgment entered by of a court of competent jurisdiction determining that, in respect of jurisdiction. If any indemnity furnished to the matter Administrative Agent or any such Related Parties for which the Indemnitee is seeking indemnification pursuant to this Section 9.1, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct orany purpose shall, in the case opinion of a criminal matterthe Administrative Agent, acted with knowledge that be insufficient or become impaired, the Indemnitee’s conduct was unlawfulAdministrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. Any indemnification pursuant to The agreements in this Section 9.1 9.09 shall be made only out survive the payment of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnificationall Obligations. Except as required by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other Members. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary duties.107

Indemnification Limitation of Liability. SECTION 5.1 Borrower hereby indemnifies and agrees to hold harmless and defend Lender, its successors and assigns and their respective officers, directors, shareholders, employees, attorneys, representatives and Affiliates (a“Indemnified Persons”) To the fullest extent permitted by Applicable Law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company from and against any and all Claims claims, demands, actions, causes of action, judgments, liabilities, damages (including consequential, special or other amounts arising from any and all Claimspunitive damages, whether civilsolely to the extent awarded in a final, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, however, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court having jurisdiction over the Borrowers), penalties, fines, losses, costs, fees, expenses and disbursements (including, without limitation, reasonable, documented and out-of-pocket fees and expenses of competent jurisdiction determining thatattorneys and other professional consultants and experts in connection with any investigation or defense) of every kind, known or unknown, existing or hereafter arising, foreseeable or unforeseeable, which are imposed upon, threatened or asserted against or incurred or paid by any Indemnified Person at any time and from time to time, because of, resulting from, in connection with or arising out of (a) any breach or alleged breach of a representation or warranty or covenant of Borrower hereunder, or (b) the Loan, the Collateral or the Loan Documents (including but not limited to enforcement of Lender’s rights thereunder or the defense of Lender’s actions thereunder), excluding with respect to any Indemnified Persons, any of the matter for foregoing directly caused by such Indemnified Person’s gross negligence or willful misconduct (“Indemnified Claims”). Upon notification and demand, Borrower agrees to provide defense of any Indemnified Claim and to pay all reasonable, documented and out-of-pocket costs and expenses of counsel selected by any Indemnified Person in respect thereof, to the extent Borrower does not otherwise assume the defense of such Indemnified Claim, but only to the extent Borrower has consented in advance to such counsel selected by such Indemnified Person (such consent not to be unreasonably withheld, conditioned or delayed). Borrower shall not settle any Indemnified Claim without the prior written consent of the Lender (which consent may not be unreasonably withheld, conditioned or delayed). Any Indemnified Person against whom any Indemnified Claim may be asserted reserves the Indemnitee is seeking indemnification right to settle or compromise any such Indemnified Claim as such Indemnified Person may determine in its sole discretion, and the obligations of such Indemnified Person, if any, pursuant to this Section 9.1, the Indemnitee acted in bad faith any such settlement or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 compromise shall be made only out of deemed included within the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnificationIndemnified Claims. Except as required by the Actspecifically provided in this section, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe applicable law Borrower waives all notices from any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other MembersIndemnified Person. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of this Section 5.1 shall survive the Act (including Section 18-1101 termination of the Act) permitting members of a limited liability company to eliminate fiduciary dutiesthis Agreement.

Indemnification Limitation of Liability. (a) To The Company shall, to the fullest extent permitted by Applicable Law but subject to law, indemnify KCO and each of its agents, officers, shareholders, employees, members, representatives, and all others acting on its behalf (collectively with KCO, the limitations expressly provided in this Agreement"Indemnified Parties"), all Indemnitees shall be indemnified and held harmless by the Company from and against any and all Claims liabilities, costs, expenses (including reasonable legal fees and expenses), settlements, judgments and losses (collectively, "Damages"), resulting from, in connection with or other amounts arising out of any actual or threatened claim, action, demand, dispute or proceeding of whatever kind and nature that may be asserted against an Indemnified Party in any way arising from any and all Claims, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason the activities of its status as an Indemnitee; provided, however, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification KCO pursuant to this Section 9.1agreement to the same extent as if such Indemnified Party were an officer of the Company, and all of such Damages shall be advanced to each Indemnified Party to the fullest extent permitted under and subject to repayment in accordance with Delaware law. In addition, the Indemnitee personal liability of each Indemnified Party is hereby eliminated or limited to the fullest extent permitted by Paragraph 7 of subsection (b) of Section 102 of the Delaware General Corporation Law, as the same may be amended or supplemented from time to time or pursuant to any successor provision, to the same extent as if such Indemnified Party were an officer of the Company under Delaware law. In no event will any Indemnified Party be liable to the Company (x) unless such Indemnified Party shall have been grossly negligent, engaged in willful misconduct or acted in bad faith or engaged in fraud(y) for special, willful misconduct orindirect, in the case punitive or consequential damages, including, without limitation, loss of a criminal matterprofits or list business, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be made only out even if such Indemnified Party has been advised of the assets possibility of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other Members. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary dutiesdamages.

Indemnification Limitation of Liability. (a) To The Company shall, to the fullest extent permitted by Applicable Law but subject to law, indemnify L Capital and each of its agents, officers, shareholders, employees, members, representatives, and all others acting on its behalf (collectively with L Capital, the limitations expressly provided in this Agreement"Indemnified Parties"), all Indemnitees shall be indemnified and held harmless by the Company from and against any and all Claims liabilities, costs, expenses (including reasonable legal fees and expenses), settlements, judgments and losses (collectively, "Damages"), resulting from, in connection with or other amounts arising out of any actual or threatened claim, action, demand, dispute or proceeding of whatever kind and nature that may be asserted against an Indemnified Party in any way arising from any and all Claims, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason the activities of its status as an Indemnitee; provided, however, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification L Capital pursuant to this Section 9.1agreement to the same extent as if such Indemnified Party were an officer of the Company, and all of such Damages shall be advanced to each Indemnified Party to the fullest extent permitted under and subject to repayment in accordance with Delaware law. In addition, the Indemnitee personal liability of each Indemnified Party is hereby eliminated or limited to the fullest extent permitted by Paragraph 7 of subsection (b) of Section 102 of the Delaware General Corporation Law, as the same may be amended or supplemented from time to time or pursuant to any successor provision, to the same extent as if such Indemnified Party were an officer of the Company under Delaware law. In no event will any Indemnified Party be liable to the Company (x) unless such Indemnified Party shall have been grossly negligent, engaged in willful misconduct or acted in bad faith or engaged in fraud(y) for special, willful misconduct orindirect, in the case punitive or consequential damages, including, without limitation, loss of a criminal matterprofits or list business, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be made only out even if such Indemnified Party has been advised of the assets possibility of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other Members. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary dutiesdamages.

Indemnification Limitation of Liability. (ai) To The Company shall indemnify and hold harmless Xxxxxxxxx, its affiliates and their respective stockholders, officers, directors, employees and agents (the fullest extent permitted by Applicable Law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company “Xxxxxxxxx Indemnified Persons”) from and against any and all Claims losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or other amounts arising relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of Xxxxxxxxx’x gross negligence or willful misconduct. Xxxxxxxxx shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Claims, whether civil, criminal, administrative Losses arising out of or investigative, in which any Indemnitee may be involvedrelating to the performance of the Services by Xxxxxxxxx or its affiliates, or is threatened their respective officers, directors, employees and agents, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by a court of competent jurisdiction to be involved, as a party result of the Company’s gross negligence or otherwise, by reason willful misconduct. Xxxxxxxxx shall notify the Company promptly upon becoming aware of its status as an Indemniteethe assertion of a claim against any Xxxxxxxxx Indemnified Person; provided, however, that the Indemnitee failure to notify the Company shall not be indemnified and held harmless if there relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been a final materially prejudiced by such failure, and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect the Company may elect to conduct the defense of the matter for which applicable Indemnified Person(s). The Company shall notify Xxxxxxxxx promptly upon becoming aware of the Indemnitee is seeking indemnification pursuant to this Section 9.1, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case assertion of a criminal matterclaim against any Company Indemnified Person, acted with knowledge that and Xxxxxxxxx may elect to conduct the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be made only out defense of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other Membersapplicable Indemnified Person(s). The Members acknowledge Indemnified Persons shall nevertheless be entitled to participate in such action or proceeding and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary dutiesretain its own counsel at such Indemnified Person’s expense.

Indemnification Limitation of Liability. (a) To the fullest extent permitted by Applicable Law but law, Recipient shall indemnify, defend and hold harmless ATCC and its Contributors against all third party claims, losses, expenses and damages, including reasonable attorneys’ fees (collectively “Claims”) arising out of or relating to Recipient’s and its transferees’ use, receipt, handling, storage, transfer, disposal and other activities relating to ATCC Materials, provided that Recipient’s liability shall be limited to the extent that any such Claim arises out of ATCC’s gross negligence or willful misconduct. All non-monetary settlements of any such Claims are subject to ATCC’s prior written consent, which consent shall not be unreasonably withheld. If Recipient is the limitations expressly provided in this AgreementU.S. federal government or a state institution or a foreign equivalent organization, Recipient shall assume all Indemnitees shall be indemnified and held harmless by the Company from and against liability for any and all Claims arising out of or relating to Recipient’s and its transferees’ use, receipt, handling, storage, transfer, disposal and other amounts arising from any and all Claimsactivities relating to ATCC Materials to the extent provided under the Federal Tort Claims Act, whether civil28 U.S.C. §§ 2671 et seq. or under equivalent applicable State or foreign law. ALL ATCC ORIGINAL MATERIALS ARE SUPPLIED “AS IS”. ATCC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, criminalEITHER EXPRESS OR IMPLIED, administrative or investigativeAND EXPRESSLY DISCLAIMS WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. To the maximum extent permitted by law, in which no event will ATCC or its Contributors be liable for any Indemnitee may be involvedindirect, special, incidental or is threatened to be involved, as a party consequential damagesof any kind in connection with or otherwise, by reason of its status as an Indemnitee; provided, however, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.1, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be made only arising out of the assets MTA or ATCC Materials (whether in contract, tort, negligence, strict liability, statute or otherwise) even if ATCC has been advised of the Company, it being agreed possibility of such damages. In no event shall ATCC’s cumulative liability to the Recipient exceed the fees paid by Recipient under this MTA and the applicable ATCC purchase order for the twelve (12) month period preceding the date of the event giving rise to the first such claim. Recipient agrees that the Members limitations of liability set forth in this MTA shall apply even if a limited remedy provided hereunder fails of its essential purpose. The provisions of this Indemnification; Limitation of Liability section shall survive termination or expiration of this MTA. Property Rights ATCC and/or its Contributors shall retain ownership of all right, title and interest in the ATCC Materials, including such ATCC Materials contained or incorporated in Modifications. Recipient retains ownership of: (a) Modifications (except that, as between the parties, ATCC retains ownership rights to ATCC Material included therein and use of ATCC Materials remains subject to Scope of Use, above) and (b) those substances created through the use of ATCC Material, but which do not be personally liable for such indemnification contain ATCC Material. Recipient shall cite ATCC as the provider of ATCC Materials and shall have no obligation give appropriate credit to contribute or lend ATCC in any monies or publication containing information derived from ATCC Materials. Recipient expressly acknowledges that all ATCC trademarks are the exclusive property of ATCC and ATCC retains all right, title and interest in and to the Company to enable it to effectuate such indemnificationits trademarks, service marks, trade-names, logos, catalog numbers and ATCC-specific designations of ATCC Materials. Except as required mandated by the Actthis Property Rights section, and to the fullest extent such limitation is permitted by Applicable Law, no Member Recipient shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other Members. The Members acknowledge and agree that not use the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary dutiesin any way without ATCC’s prior written agreement.

Indemnification Limitation of Liability. (a) To Borrower agrees to protect, indemnify and hold harmless Lender and each of its officers, directors, employees, attorneys, consultants and agents (collectively the fullest extent permitted by Applicable Law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company "INDEMNITIES") from and against any and all Claims liabilities (including tort, negligence and strict liabilities), obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or other amounts arising from nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for and consultants of such Indemnities in connection with any and all Claims, whether civil, criminalinvestigative, administrative or investigativejudicial proceeding, in whether or not such Indemnities shall be designated a party thereto), which any Indemnitee may be involvedimposed on, incurred by, or is threatened to be involvedasserted against such Indemnities (whether direct, as a party indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise, by reason ) in any manner relating to or arising out of its status as an Indemnitee; provided, however, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect this Agreement or any of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.1other Loan Documents, or any act, event or transaction related or attendant thereto, the Indemnitee acted in bad faith agreements of Lender contained herein, the making of Loans, the management of such Loans or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties Collateral (including any duty liability under federal, state or local environmental laws or regulations) or the use or intended use of loyalty the proceeds of such Loans hereunder (collectively, the "INDEMNIFIED MATTERS"); provided that neither Borrower nor Guarantor shall have any obligation to any Indemnitee hereunder with respect to Indemnified Matters caused by or duty resulting from the willful misconduct or gross negligence of care) such Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion which they are permitted to pay and satisfy under applicable law, to the Company or payment and satisfaction of all Indemnified Matters incurred by the other Members. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary dutiesIndemnities.

Indemnification Limitation of Liability. 12.1 Subject to Section 12.5, Nortel Networks shall be responsible for and agrees to indemnify and hold harmless Customer and its Affiliates, officers, employees and subcontractors (aeach, a "Customer Indemnified Party" and collectively the "Customer Indemnified Parties") To from, and shall defend the fullest extent permitted Customer Indemnified Parties against, all third party losses, claims, demands, damages and causes of action (including reasonable legal fees and expenses) relating to bodily injury to persons, including death, or loss or damage to tangible property which was caused by Applicable Law but subject any negligence or willful misconduct of Nortel Networks or its Affiliates, officers, agents, representatives, employees, suppliers or subcontractors in the course of the performance of Nortel Networks' obligations pursuant to this Agreement. Nortel Networks will defend, at its own expense, including reasonable attorneys' fees, any Regulatory Claim brought against Customer (other than those resulting or arising out of the use of Reseller Items supplied hereunder) and shall pay all fines or penalties that may be assessed or levied by the applicable governmental authority for noncompliance with respect to such Regulatory Claim or as are agreed to by Nortel Networks in settlement of such Regulatory Claim. All such losses, claims, demands, and damages, or fines or penalties shall be paid directly by Nortel Networks. Notwithstanding anything to the limitations expressly provided contrary contained in this Agreement, all Indemnitees the Customer Indemnified Parties shall be indemnified and held harmless by have the Company from and against any and all Claims or other amounts arising from any and all Claims, whether civil, criminal, administrative or investigativeright, in which any Indemnitee may be involvedtheir sole discretion, to implead, interplead or is threatened otherwise cause Nortel Networks to be involved, added as a party to any action or otherwise, by reason of its status as an Indemnitee; provided, however, that the Indemnitee shall not be indemnified and held harmless if there has been proceeding brought against a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the Customer Indemnified Party relating to any matter or thing for which the Indemnitee such Customer Indemnified Party is seeking entitled to indemnification pursuant to this Section 9.112.1 and, the Indemnitee acted if in bad faith or engaged in fraudany such proceeding Nortel Networks is found to be liable, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 Nortel Networks shall be made only out of the assets of the Company, responsible for all liabilities and damages assessed against it being agreed that the Members shall not be personally liable for in any such indemnification and shall have no obligation to contribute proceeding or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other Members. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary dutiesaction.

Indemnification Limitation of Liability. (a) To The Borrowers jointly and severally agree to protect, indemnify and hold harmless the fullest extent permitted by Applicable Law but subject to Agent, the limitations expressly provided in this AgreementCollateral Agent each Lender and each of their respective officers, all Indemnitees shall be indemnified affiliates, directors, employees, attorneys, accountants, consultants, representatives and held harmless by agents (collectively called the Company "Indemnitees") from and against any and all Claims liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements (including, without limitation, payment by the Agent, the Collateral Agent or other amounts arising from any Lender of any obligations due or past due under any contract or agreement to which any Borrower is or becomes a party) of any kind or nature whatsoever (including, without limitation, the fees and all Claims, whether civil, criminaldisbursements of counsel for and consultants of such Indemnitees in connection with any investigative, administrative or investigativejudicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in which any manner relating to or arising out of this Agreement or any of the other Loan Documents, or any act, event or transaction related or attendant thereto, the agreements of the Agent, the Collateral Agent or the Lenders contained herein, the making of Loans, the management of such Loans or the Collateral (including any liability under Environmental Laws) or the use or intended use of the proceeds of such Loans hereunder (collectively, the "Indemnified Matters"); provided that the Borrowers shall not have any obligation to any Indemnitee may be involved, hereunder with respect to Indemnified Matters caused by or is threatened to be involved, as a party resulting from the willful misconduct or otherwise, by reason gross negligence of its status as an such Indemnitee; provided, however, further that no Borrower shall have any obligation to any Indemnitee hereunder with respect to taxes that are imposed on the net income of any Indemnitee or any franchise or doing business taxes imposed on any Indemnitee. To the extent that the Indemnitee shall not undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court unenforceable because it is violative of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.1any law or public policy, the Indemnitee acted in bad faith or engaged in fraudBorrowers shall contribute the maximum portion which they are permitted to pay and satisfy under applicable law, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required payment and satisfaction of all Indemnified Matters incurred by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other Members. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary dutiesIndemnitees.