Common use of Indemnity and Liability Clause in Contracts

Indemnity and Liability. A. The Trust and the Adviser (for the purposes of this subparagraph 15.A., each of the foregoing being an "indemnitor"), severally and not jointly, will indemnify and hold the Sub-Adviser and its respective officers, directors, partners, agents, controlling persons and employees (for the purposes of this subparagraph 15.A., each of the foregoing being an "indemnitee") harmless from and against all losses, claims, liabilities and expenses of any kind (including reasonable attorneys' fees and expenses) and amounts paid in satisfaction of judgments, in compromise or as fines or penalties resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising out of or with respect to actions taken by the Sub-Adviser; provided, however, that (1) no indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve disabling conduct by such indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by an indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee was authorized by a majority of the full Board of the Trust.

Indemnity and Liability. A. The Trust and the Adviser (for the purposes of this subparagraph 15.A.a) Except as may otherwise be provided by applicable federal securities law, each of the foregoing being an "indemnitor"), severally and not jointly, will indemnify and hold neither the Sub-Adviser and nor any of its respective officers, directorsmembers or employees (its “Affiliates”) shall be liable for any losses, partnersclaims, agentsdamages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Portfolio as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Portfolio, the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons and employees (for the purposes of this subparagraph 15.A., each as described in Section 15 of the foregoing being an "indemnitee"Securities Act of 1933, as amended (“1933 Act”)) harmless from (collectively, “Manager Indemnitees”) against any and against all losses, claims, damages, liabilities and expenses of any kind or litigation (including reasonable attorneys' fees legal and other expenses) and amounts paid in satisfaction to which any of judgmentsthe Manager Indemnitees may become subject under the 1933 Act, in compromise the 1940 Act, the Advisers Act, or as fines under any other statute, or penalties resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) common law or otherwise arising out of or with respect to actions taken based on (1) any breach by the Sub-Adviser; provided, however, that (1) no indemnitee shall be indemnified hereunder against any liability to the Trust Adviser of a Sub-Adviser representation or its shareholders or any expense of such indemnitee arising by reason of (i) willful misfeasancewarranty made herein, (ii) any willful misfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) gross negligence, (iv) reckless disregard any untrue statement of the duties involved a material fact contained in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct")Prospectus, (2) as to any matter disposed of by settlement or a compromise payment by such indemniteeproxy materials, pursuant to a consent decree or otherwisereports, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve disabling conduct by such indemnitee and (3) with respect to any actionadvertisements, suit sales literature, or other proceeding voluntarily prosecuted by an indemnitee as plaintiffmaterials pertaining to the Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, indemnification shall be mandatory only if such statement or omission was made in reliance upon information furnished to the prosecution Adviser or the Portfolio, or the omission of such actioninformation, suit or other proceeding by such indemnitee was authorized by a majority of the full Board of the TrustSub-Adviser Indemnitees (as defined below) for use therein.

Indemnity and Liability. A. The Trust and the Adviser (for the purposes of this subparagraph 15.A., each Xxxx will defend You from any claim made by a third party that your Use of the foregoing being an "indemnitor"Product infringes a United States or European Union patent or a registered copyright (a “Claim”), severally and not jointly, we will indemnify You and hold the Sub-Adviser You harmless against any damages and its respective officers, directors, partners, agents, controlling persons and employees (for the purposes costs finally awarded by a court of this subparagraph 15.A., each of the foregoing being an "indemnitee") harmless from and against all losses, claims, liabilities and expenses of any kind competent jurisdiction or settlement agreed by Xxxx (including reasonable attorneys' fees and expenses’ fees) and amounts paid in satisfaction of judgments, in compromise or as fines or penalties resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising out of a Claim, provided that we have received from You: (a) prompt written notice of the claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the claim, including providing us a copy of the claim and all relevant evidence in your possession, custody or control; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim. If your use of a Product is (or in our opinion is likely to be) enjoined, if required by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure a license for your continued Use of the Product in accordance with this XXXX; (ii) substitute a substantially functionally similar Product; or (iii) terminate your right to continue using the Product and refund the license fees paid by You, prorated using a straight line depreciation formula to reflect your Use of the Product from the license purchase date. Xxxx’x indemnification obligations above do not apply: (1) if the Product is modified by any party other than Xxxx, but solely to the extent the alleged infringement is caused by such modification; (2) if the Product is used in combination with any product, software or equipment not belonging to Xxxx, but solely to the extent the alleged infringement is caused by such combination; (3) to unauthorized use of Products; (4) to any Claim arising as a result of your Content; or (5) if You settle or make any admissions with respect to actions taken by the Sub-Adviser; provideda Claim without Xxxx’x prior written consent. THIS SECTION 11 FIRST PARAGRAPH (IP INDEMNIFICATION BY XXXX) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER ITEMS PROVIDED BY XXXX UNDER THIS XXXX. YOU EXPRESSLY UNDERSTAND AND AGREE THAT XXXX, howeverITS REPRESENTATIVES, that AND LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY LOSS OF DATA, LOSS OF USE, FAILURE OF SECURITY MECHANISMS, BUSINESS INTERRUPTION, LOSS OF INCOME OR PROFIT OR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU BY USE OF THE PRODUCT, WHETHER OR NOT XXXX OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. NEITHER PARTY’S LIABILITY TO THE OTHER SHALL EXCEED THE FEES PAID BY YOU TO XXXX IN THE 12 (1TWELVE) no indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve disabling conduct by such indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by an indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee was authorized by a majority of the full Board of the TrustMONTHS IMMEDIATELY PRECEDING THE CLAIM.

Indemnity and Liability. A. The Trust Refco and the Adviser (for the purposes of this subparagraph 15.A., each of the foregoing being an "indemnitor"), severally and not jointly, Company will indemnify and hold harmless the Sub-Adviser Sponsor, its affiliates and its their respective partners (both general and limited), members (both managing and otherwise), officers, directors, partnersemployees, agents, controlling persons agents and employees representatives (for the purposes of this subparagraph 15.A., each of the foregoing such Person being an "indemniteeIndemnified Party") harmless from and against any and all losses, claims, liabilities damages and liabilities, whether joint or several, expenses of any kind nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the "Liabilities"), related to, arising out of or in connection with the advisory and consulting services contemplated by this Agreement or the engagement of the Sponsor pursuant to, and the performance by the Sponsor of the services contemplated by, this Agreement, and any other action taken by an Indemnified Party on behalf of the Company in connection with this Agreement, whether or not pending or threatened, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company, provided that the Indemnified Party acted in good faith and in the best interests of the Company, and provided further that any such losses, claims, damages, liabilities, judgments, fines, or settlements did not result from the Indemnified Party's willful misconduct or gross negligence. Refco and the Company will reimburse any Indemnified Party for all reasonable costs and expenses (including reasonable attorneys' fees and expenses) and amounts paid as they are incurred in satisfaction of judgmentsconnection with investigating, preparing, pursuing, defending or assisting in compromise or as fines or penalties resulting from any inaccuracy the defense of any representation made by action, claim, suit, investigation or proceeding for which the indemnitor herein (including Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any supplement hereto) action or proceeding arising out of therefrom, whether or not such Indemnified Party is a party thereto, provided, that subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with respect counsel satisfactory to actions taken by the Sub-Advisersuch Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense; provided, however, that (1) no indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve disabling conduct by such indemnitee and (3) with respect to any action, suit claim, suit, investigation or proceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other proceeding voluntarily prosecuted by an indemnitee as plaintiffhand, indemnification is, or is reasonably likely to become, a party, such Indemnified Party shall be mandatory only if have the prosecution right to employ separate counsel at the expense of Refco and the Company and to control its own defense of such action, suit claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that Refco and the Company shall not be required to pay the fees of more than one separate counsel for such Indemnified Parties in any jurisdiction in any single action or proceeding. The Company agrees that it will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, suit, investigation, action or proceeding by relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such indemnitee was authorized settlement, compromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, suit, investigation, action or proceeding. Provided the Company is not in breach of its indemnification obligations hereunder, no Indemnified Party shall settle or compromise any claim subject to indemnification hereunder without the consent of the Company. Neither Refco or the Company will be liable under the foregoing indemnification provision with respect to any Indemnified Party, to the extent that any loss, claim, damage, liability, cost or expense is determined by a majority court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct by an Indemnified Party. If an Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Liabilities in question resulted from the gross negligence or willful misconduct of such Indemnified Party. Refco and the Company agree that if any indemnification sought by any Indemnified Party pursuant to this Section 4 is unavailable for any reason or is insufficient to hold the Indemnified Party harmless against any Liabilities referred to herein, then Refco and the Company shall contribute to the Liabilities for which such indemnification is held unavailable or insufficient in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the transactions which gave rise to such Liabilities or, if such allocation is not permitted by applicable law, not only such relative benefits but also the relative faults of the full Board of Company, on the Trustone hand, and the Indemnified Party, on the other hand, as well as any other equitable considerations, subject to the limitation that in any event the aggregate contribution by the Indemnified Parties to all Liabilities with respect to which contribution is available hereunder shall not exceed the fees actually received by the Indemnified Parties hereunder.

Indemnity and Liability. A. The Trust Each Portfolio represents and warrants that the appointment of the Adviser (for on the purposes basis set forth in this Agreement is authorized by and has been accomplished in accordance with procedures specified in the Articles, and that this Agreement is binding and enforceable against the Portfolio. Each Portfolio shall furnish the Adviser with true copies of this subparagraph 15.A.all resolutions, each of the foregoing being an "indemnitor")notices, severally and not jointly, will consents as may be required to be taken or made pursuant to such procedures. Each Portfolio agrees to indemnify and hold harmless the Sub-Adviser from all liability and costs (including costs of defense) that may be assessed or incurred by reason of any inaccuracy of the Portfolio’s representations contained in this Agreement. Neither the Adviser nor its respective officers, directors, partnersemployees, agents, affiliated persons or controlling persons and employees (or assigns shall be liable for any error of judgment or mistake of law or for any loss suffered by the purposes Portfolio or its shareholders in connection with the matters to which this Agreement relates; provided that no provision of this subparagraph 15.A., each of the foregoing being an "indemnitee") harmless from and against all losses, claims, liabilities and expenses of any kind (including reasonable attorneys' fees and expenses) and amounts paid in satisfaction of judgments, in compromise or as fines or penalties resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising out of or with respect to actions taken by the Sub-Adviser; provided, however, that (1) no indemnitee Agreement shall be indemnified hereunder deemed to protect the Adviser against any liability to the Trust Portfolio or its shareholders resulting from any willful misfeasance, bad faith or any expense gross negligence in the performance of such indemnitee arising by reason of its duties or obligations hereunder. The Articles that establish each Portfolio provide that (i) every Director or officer of the Portfolio shall be indemnified out of the assets of the Portfolio against any liability incurred by him or her as a result of any act or failure to act in carrying out his functions other than such liability (if any) that he or she may incur by his or her own actual fraud or willful misfeasancedefault, and (ii) bad faithno such Director or officer shall be liable to the Portfolio for any loss or damage in carrying out his or her functions unless that liability arises through the actual fraud or willful default of such Director or officer. For these purposes, (iii) gross negligence, (iv) reckless disregard of the duties involved references to “actual fraud” and “willful default” mean a finding to such effect by a competent court in relation to the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such indemnitee appears to have acted relevant party. The U.S. Federal securities laws impose liabilities under certain circumstances on persons who act in good faith faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights that the reasonable belief that his action was in the best interests of the Trust and did not involve disabling conduct by such indemnitee and (3) with respect to undersigned may have under any action, suit or other proceeding voluntarily prosecuted by an indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee was authorized by a majority of the full Board of the TrustU.S. Federal securities laws.

Indemnity and Liability. A. The Trust Each of the Company and the Adviser (for the purposes of this subparagraph 15.A., Holdings hereby indemnifies and agrees to exonerate and hold each of the foregoing being an "indemnitor")Managers, severally and not jointly, will indemnify and hold the Sub-Adviser and its respective officers, directors, partners, agents, controlling persons and employees (for the purposes of this subparagraph 15.A., each of their respective Affiliates (collectively, the foregoing being an "indemnitee"“Indemnitees”) free and harmless from and against any and all lossesactions, claimscauses of action, suits, claims and liabilities and out-of-pocket expenses of any kind (in connection therewith, including without limitation reasonable attorneys' ’ fees and expenses) and amounts paid in satisfaction of judgmentscharges (collectively, in compromise or as fines or penalties resulting from any inaccuracy of any representation made the “Indemnified Liabilities”), incurred by the indemnitor herein (including Indemnitees or any supplement hereto) or of them as a result of, arising out of of, or with respect in any way relating to actions taken by the Sub-Adviser; provided, however, that (1) no indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such indemnitee arising by reason of (i) willful misfeasancethis Agreement, the Acquisition or any related transactions (other than any such indemnified liabilities that arise out any breach of the Unanimous Shareholders Agreement, the Registration Rights Agreement, the Family Holding Companies’ Agreement (as defined in the Unanimous Shareholders Agreement) or Subscription Agreement by such Indemnitees or its Affiliates), (ii) bad faiththe services provided by any of the Managers under this Agreement to the Company, Holdings or any of their subsidiaries from time to time or (iii) the investment in Holdings (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of the Seller, or any of its accountants or other representatives, agents or affiliates in connection with the Acquisition pursuant to any and all letter agreements between Ernst & Young LLP (“E&Y”), BRP, Caisse and Xxxx Capital pursuant to which E&Y grants PricewaterhouseCoopers LLP the right to access certain of its working papers, or the letter agreement dated November 11, 2003 between Xxxxxxx Xxxxx Capital Corporation, UBS Loan Finance LLC and other financial institutions and the Managers relating to the financing of the acquisition under the Acquisition Agreement), except for any such Indemnified Liabilities arising on account of (A) such Indemnitee’s gross negligencenegligence or willful misconduct, (ivB) reckless disregard any breach by such Indemnitee of its obligations under the duties involved Unanimous Shareholders Agreement, the Registration Rights Agreement, the Family Holding Companies’ Agreement (as defined in the conduct of his position Unanimous Shareholders Agreement) or Subscription Agreement or (the conduct referred to in such clauses (iC) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment duties owed by such indemniteeIndemnitee to its own Affiliates (other than Holdings and its subsidiaries). In addition, pursuant Beaudier and its Affiliates will not be entitled to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve disabling conduct by such indemnitee and (3) hereunder with respect to any action, suit suits, claims and liabilities and out-of-pocket expenses to the extent arising out of or other proceeding voluntarily prosecuted relating to the relationship of Beaudier or any of its Affiliates with (x) the Seller or any of its affiliates or (y) any duties owed by an indemnitee Beaudier or any or its Affiliates to the Family Holding Companies (as plaintiffdefined in the Unanimous Shareholders Agreement) or any of their respective affiliates. If and to the extent that the foregoing undertaking to indemnify may be unenforceable for any reason, indemnification shall be mandatory only if the prosecution Company and Holdings hereby agree to make the maximum contribution to the payment and satisfaction of such action, suit or other proceeding by such indemnitee was authorized by a majority each of the full Board of the TrustIndemnified Liabilities which is permissible under applicable law.

Indemnity and Liability. A. The Trust Insurance Tenant shall save Landlord harmless and indemnified, to the Adviser (for the purposes of this subparagraph 15.A.extent permitted by law, each of the foregoing being an "indemnitor"), severally and not jointly, will indemnify and hold the Sub-Adviser and its respective officers, directors, partners, agents, controlling persons and employees (for the purposes of this subparagraph 15.A., each of the foregoing being an "indemnitee") harmless from and against any and all losses, claims, liabilities actions, loss, damages, liability and expenses expense asserted in connection with loss of any kind (including reasonable attorneys' fees and expenses) and amounts paid in satisfaction of judgmentslife, in compromise or as fines or penalties resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or bodily injury, personal injury and/or damage to property arising out of or resulting from any occurrence in, upon or at the Premises or the occupancy or use of the Premises or any part thereof, or in, upon or at the Building or the Lot, or anywhere if caused wholly or in part by any act or omission of Tenant, its officers, agents, employees, subtenants, licensees, concessionaires, others occupying space in the Premises or any customers and those doing business with respect to actions taken Tenant, exclusive of negligence or willful misconduct by the Sub-Adviser; providedLandlord, however, that (1) no indemnitee or its employees or agents. If Landlord shall be indemnified hereunder threatened with or made a party to any litigation commenced by or against any liability to the Trust or its shareholders Tenant or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct")aforementioned parties, (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve disabling conduct by such indemnitee and (3) with respect to any actionmatter described above, suit then Tenant shall protect and hold Landlord harmless and indemnified and shall defend Landlord with counsel reasonably acceptable to Landlord or, at Tenant’s option, shall instead advance all costs, expenses and reasonable attorney’s fees incurred or other proceeding voluntarily prosecuted paid by an indemnitee as plaintiffLandlord in connection with such litigation. Landlord shall save Tenant harmless and indemnified, indemnification to the extent permitted by law, from and against any and all claims, actions, loss, damages, liability and expense asserted in connection with loss of life, bodily injury, personal injury and/or damage to property arising out of or resulting from any occurrence in, upon or at the Premises or the occupancy or use of the Premises or any part thereof, or in, upon or at the Building or the Lot, or anywhere if caused wholly or in part by any act or omission of Landlord, its officers, agents, employees, subtenants, licensees, concessionaires, others for whom Landlord is legally responsible, exclusive of negligence by or willful misconduct or Tenant, or its employees or agents. If Tenant shall be mandatory only if the prosecution of such action, suit threatened with or other proceeding made a party to any litigation commenced by such indemnitee was authorized by a majority or against Landlord or any of the full Board of the Trustaforementioned parties, or with respect to any matter described above, then Landlord shall protect and hold Tenant harmless and indemnified and shall defend Tenant with counsel reasonably acceptable to Tenant or, at Landlord’s option, shall advance all costs, expenses and reasonable attorney’s fees incurred or paid by Tenant in connection with such litigation.

Indemnity and Liability. A. The Trust and Revised to read as follows: “To the Adviser (for the purposes of this subparagraph 15.A.fullest extent permitted by law, each of the foregoing being an "indemnitor")Supplier will defend, severally and not jointlyindemnify, will indemnify and hold the Sub-Adviser and harmless UC, its respective officers, directorsemployees, partners, and agents, controlling persons and employees (for the purposes of this subparagraph 15.A., each of the foregoing being an "indemnitee") harmless from and against all third party losses, claimsexpenses (including, liabilities and expenses of any kind (including without limitation, reasonable attorneys' fees and expenses) costs), damages, and amounts paid in satisfaction of judgments, in compromise or as fines or penalties liabilities resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising out of the Agreement, including the negligent performance hereunder of Supplier, its officers, employees, agents, sub- suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control, provided such losses, expenses, damages and liabilities are due or claimed to be due to the negligent acts or omissions of Supplier, its officers, employees, agents, sub-suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control. UC agrees to provide Supplier with respect prompt notice of any such claim or action and to actions taken by permit Supplier to defend any claim or action, and that UC will cooperate fully in such defense. UC retains the Sub-Adviser; provided, however, that (1) no indemnitee shall be indemnified hereunder right to participate in the defense against any liability such claim or action, and the right to consent to any settlement, which consent will not unreasonably be withheld. Notwithstanding anything herein to the Trust contrary, Supplier shall not be responsible for defending, indemnifying, and holding UC, its officers, employees, and agents harmless in relation to the negligence of UC, or its shareholders or any expense of such indemnitee arising by reason of officers, employees, and agents. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SUPPLIER’S TOTAL LIABILITY FOR ANY LOSS, EXPENSE, DAMAGE, OR LIABILITY RELATED TO AN INDEMNIFICATION OBLIGATION, OR A BREACH OF THIS AGREEMENT OR A BREACH OF ANY WARRANTY, EXPRESS OR IMPLIED, OR ANY OTHER CAUSE, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE LESSER OF: (iA) willful misfeasance, $500,000.00; OR (iiB) bad faith, THE TOTAL DOLLAR AMOUNT PAID TO SUPPLIER DURING THE TWELVE (iii) gross negligence, (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve disabling conduct by such indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by an indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee was authorized by a majority of the full Board of the Trust12)- MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE.”

Indemnity and Liability. A. The Trust and the Adviser (for the purposes of this subparagraph 15.A., each of the foregoing 15.A. being an "“indemnitor"), severally and not jointly, ”) will indemnify and hold the Sub-Adviser and its respective officers, directors, partners, agents, controlling persons and employees (for the purposes of this subparagraph 15.A., each of the foregoing being an "“indemnitee"”) harmless from and against all losses, claims, liabilities and expenses of any kind (including reasonable attorneys' ’ fees and expenses) and amounts paid in satisfaction of judgments, in compromise or as fines or penalties resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising out of or with respect to actions taken by the Sub-Adviser; provided, however, that (1) no indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "“disabling conduct"”), (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust Adviser and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust Adviser and did not involve disabling conduct by such indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by an indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee was duly authorized by a majority of the full Board of the TrustAdviser.

Indemnity and Liability. A. The Trust and the Adviser (for the purposes of this subparagraph 15.A., each of the foregoing being an "indemnitor"), severally and not jointly, will indemnify and hold the Sub-Adviser and its respective officers, directors, partners, agents, controlling persons and employees (for the purposes of this subparagraph 15.A., each of the foregoing being an "indemnitee") harmless from and against all losses, claims, liabilities and expenses of any kind (including reasonable attorneys' fees and expenses) and amounts paid in satisfaction of judgments, in compromise or as fines or penalties resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising out of or with respect to actions taken by the Sub-Adviser; provided, however, that (1) no indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve disabling conduct by such indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by an indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee was authorized by a majority of the full Board of the Trust.best

Indemnity and Liability. A. The Trust Supplier shall indemnify and keep fully and effectively indemnified ODEON and the Adviser (for the purposes of this subparagraph 15.A., each of the foregoing being an "indemnitor"), severally and not jointly, will indemnify and hold the Sub-Adviser and its respective officers, directors, partners, agents, controlling persons and employees (for the purposes of this subparagraph 15.A., each of the foregoing being an "indemnitee") harmless from and ODEON Affiliates on demand against all lossesliabilities, claimscosts, liabilities and expenses of expenses, damages and/or losses awarded against, or suffered, incurred or paid by ODEON or any kind (including reasonable attorneys' fees and expensesODEON Affiliate(s) and amounts paid in satisfaction of judgments, in compromise or as fines or penalties resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising out of or in connection with: any claim made against ODEON or any ODEON Affiliate(s) for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with respect the manufacture, supply or use of the Goods; any claim made against ODEON or any ODEON Affiliate(s) by a third party for death, personal injury or damage to actions taken property arising out of or in connection with defects in Goods; any death of, personal injury or damage to property to any employee(s), agent(s) and/or sub-contractor(s) of ODEON or any ODEON Affiliate(s), arising out of or in connection with defects in Goods; and any claim made against ODEON or any ODEON Affiliate by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Sub-Adviser; providedSupplier, howeverits employees, that agents or subcontractors. The Supplier shall comply with all applicable legal and tax obligations (1including any applicable payment of PPT) no indemnitee in connection with the manufacture and supply of the Goods and shall indemnify and keep fully and effectively indemnified ODEON and the ODEON Affiliates on demand against all liabilities, costs, expenses, damages and/or losses (awarded against, or suffered, incurred or paid by ODEON or any ODEON Affiliate(s)) arising out of or in connection with any claim made against ODEON or any ODEON Affiliate(s) for actual or alleged infringement of any legal or tax obligations (including but not limited to any claim made by HMRC under the joint and several liability provisions as set out in Part 2, Section 59 of the PPT Legislation) arising out of or in connection with the manufacture, supply or use of the Goods. Subject to clause 12.5, neither party shall be indemnified hereunder against liable for any indirect or consequential loss suffered or incurred by the other party which arises under or in connection with this Agreement or a Territory Agreement. Subject to clause 12.3 and 12.5, each party’s liability in contract, tort (including negligence) or otherwise howsoever arising under or in connection with this Agreement or a Territory Agreement shall be limited to the Trust or its shareholders or any expense of such indemnitee arising by reason higher of (i) willful misfeasance, £250,000 or (ii) bad faith, (iii) gross negligence, (iv) reckless disregard 200% of the duties involved total Charges paid or payable under the Territory Agreement. Nothing in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement this Agreement or a compromise payment by such indemnitee, pursuant to a consent decree Territory Agreement shall limit or otherwise, no indemnification exclude either party’s liability: arising under clause 14 (Confidentiality); arising under clause ‎12.1‎; arising under clause 12.2 (PPT indemnity) for said payment death or personal injury arising from its negligence; for fraudulent misrepresentation; or for any other expenses shall matter in respect of which liability cannot be provided unless there has been a determination that such settlement limited or compromise is in the best interests excluded by operation of the Trust and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve disabling conduct by such indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by an indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee was authorized by a majority of the full Board of the Trustlaw.

Indemnity and Liability. A. The Trust Refco and the Adviser (for the purposes of this subparagraph 15.A., each of the foregoing being an "indemnitor"), severally and not jointly, Company will indemnify and hold harmless the Sub-Adviser Sponsor, its affiliates and its their respective partners (both general and limited), members (both managing and otherwise), officers, directors, partnersemployees, agents, controlling persons agents and employees representatives (for the purposes of this subparagraph 15.A., each of the foregoing such Person being an "indemnitee"“Indemnified Party”) harmless from and against any and all losses, claims, liabilities damages and liabilities, whether joint or several, expenses of any kind nature (including reasonable attorneys' ’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which an Indemnified Party was involved or may be involved, or threatened to be involved, as a party or otherwise (the “Liabilities”), related to, arising out of or in connection with the advisory and consulting services contemplated by this Agreement or the engagement of the Sponsor pursuant to, and the performance by the Sponsor of the services contemplated by, this Agreement, and any other action taken by an Indemnified Party on behalf of the Company in connection with this Agreement, whether or not pending or threatened, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company, provided that the Indemnified Party acted in good faith and in the best interests of the Company, and provided further that any such losses, claims, damages, liabilities, judgments, fines, or settlements did not result from the Indemnified Party’s willful misconduct or gross negligence. Refco and the Company will reimburse any Indemnified Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) and amounts paid as they are incurred in satisfaction of judgmentsconnection with investigating, preparing, pursuing, defending or assisting in compromise or as fines or penalties resulting from any inaccuracy the defense of any representation made by action, claim, suit, investigation or proceeding for which the indemnitor herein (including Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any supplement hereto) action or proceeding arising out of therefrom, whether or not such Indemnified Party is a party thereto, provided, that subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with respect counsel satisfactory to actions taken by the Sub-Advisersuch Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense; provided, however, that (1) no indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve disabling conduct by such indemnitee and (3) with respect to any action, suit claim, suit, investigation or proceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other proceeding voluntarily prosecuted by an indemnitee as plaintiffhand, indemnification is, or is reasonably likely to become, a party, such Indemnified Party shall be mandatory only if have the prosecution right to employ separate counsel at the expense of Refco and the Company and to control its own defense of such action, suit claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that Refco and the Company shall not be required to pay the fees of more than one separate counsel for such Indemnified Parties in any jurisdiction in any single action or proceeding. The Company agrees that it will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, suit, investigation, action or proceeding by relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such indemnitee was authorized settlement, compromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, suit, investigation, action or proceeding. Provided the Company is not in breach of its indemnification obligations hereunder, no Indemnified Party shall settle or compromise any claim subject to indemnification hereunder without the consent of the Company. Neither Refco or the Company will be liable under the foregoing indemnification provision with respect to any Indemnified Party, to the extent that any loss, claim, damage, liability, cost or expense is determined by a majority court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct by an Indemnified Party. If an Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Liabilities in question resulted from the gross negligence or willful misconduct of such Indemnified Party. Refco and the Company agree that if any indemnification sought by any Indemnified Party pursuant to this Section 4 is unavailable for any reason or is insufficient to hold the Indemnified Party harmless against any Liabilities referred to herein, then Refco and the Company shall contribute to the Liabilities for which such indemnification is held unavailable or insufficient in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the transactions which gave rise to such Liabilities or, if such allocation is not permitted by applicable law, not only such relative benefits but also the relative faults of the full Board of Company, on the Trustone hand, and the Indemnified Party, on the other hand, as well as any other equitable considerations, subject to the limitation that in any event the aggregate contribution by the Indemnified Parties to all Liabilities with respect to which contribution is available hereunder shall not exceed the fees actually received by the Indemnified Parties hereunder.

Indemnity and Liability. A. 9.1 The Trust and the Adviser (for the purposes of this subparagraph 15.A.Participant will indemnify, each of the foregoing being an "indemnitor"), severally and not jointly, will indemnify protect and hold the Sub-Adviser harmless SGX BT, its Affiliates, and its their respective directors, officers, directors, partners, agents, controlling persons employees and employees (for the purposes of this subparagraph 15.A., each of the foregoing being an "indemnitee") harmless agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, liabilities and expenses of any kind (including reasonable attorneys' fees and expenses) and amounts paid in satisfaction of judgmentspenalties, in compromise damages or as fines or penalties costs resulting directly from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising out of (i) the Participant's breach of this Agreement and (ii) any claim asserted against SGX BT by any party for whom the Participant acts or purports to act (including any asserted breach of fiduciary duty) in relation to the services provided to the Participant in accordance with respect this Agreement, or any other cause of action, provided that the Participant has no obligation to actions taken indemnify to any extent prohibited by law or where the Sub-Adviserobligation to indemnify arose in circumstances attributable to SGX BT’s wilful default, negligence or fraud. SGX BT shall provide the Participant with: (i) prompt written notice of each such claim received by SGX BT; provided(ii) control over the defence and settlement of such claim; and (iii) full information and reasonable assistance to settle or defend any such claim. Notwithstanding the foregoing, howeverthe Participant shall not settle any such claim without SGX BT's prior written approval if such settlement requires SGX BT to take any action, that (1) no indemnitee refrain from taking any action or admit any liability. The Participant shall be indemnified hereunder not settle any such claim without the prior written approval of the SGX BT unless such settlement includes a release of SGX BT from any liabilities arising out of such claim. SGX BT will indemnify the Participant, its Affiliates, and their respective directors, officers, employees and agents from and against any liability to the Trust and all losses, liabilities, judgments, suits, actions, proceedings, claims, penalties, damages or its shareholders costs resulting directly from or any expense of such indemnitee arising by reason out of (i) willful misfeasance, SGX BT’s breach of this Agreement and (ii) bad faithany claim asserted against the Participant by any party for whom SGX BT acts or purports to act (including any asserted breach of fiduciary duty) in relation to the services provided to SGX BT in accordance with this Agreement, (iii) gross negligenceor any other cause of action, (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred provided that SGX BT has no obligation to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as indemnify to any matter disposed of extent prohibited by settlement law or a compromise payment by such indemniteewhere the obligation to indemnify arose in circumstances attributable to the Participant’s wilful default, pursuant to a consent decree negligence or otherwise, no indemnification either for said payment or for any other expenses fraud. The Participant shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve disabling conduct by such indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by an indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee was authorized by a majority of the full Board of the Trust.provide SGX BT with:

Indemnity and Liability. A. The Trust and To the Adviser (for the purposes of this subparagraph 15.A.fullest extent permitted by law, each of the foregoing being an "indemnitor")Supplier will defend, severally and not jointlyindemnify, will indemnify and hold the Sub-Adviser and harmless UC, its respective officers, directorsemployees, partners, and agents, controlling persons and employees (for the purposes of this subparagraph 15.A., each of the foregoing being an "indemnitee") harmless from and against all third party losses, claimsexpenses (including, liabilities and expenses of any kind (including without limitation, reasonable attorneys' fees and expenses) costs), damages, and amounts paid in satisfaction of judgments, in compromise or as fines or penalties liabilities resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising out of the Agreement, including the negligent performance hereunder of Supplier, its officers, employees, agents, sub- suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control, provided such losses, expenses, damages and liabilities are due or claimed to be due to the negligent acts or omissions of Supplier, its officers, employees, agents, sub- suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control. UC agrees to provide Supplier with respect prompt notice of any such claim or action and to actions taken by permit Supplier to defend any claim or action, and that UC will cooperate fully in such defense. UC retains the Sub-Adviser; provided, however, that (1) no indemnitee shall be indemnified hereunder right to participate in the defense against any liability such claim or action, and the right to consent to any settlement, which consent will not unreasonably be withheld. Notwithstanding anything herein to the Trust contrary, Supplier shall not be responsible for defending, indemnifying, and holding UC, its officers, employees, and agents harmless in relation to the negligence of UC, or its shareholders or any expense of such indemnitee arising by reason of officers, employees, and agents. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SUPPLIER’S TOTAL LIABILITY FOR ANY LOSS, EXPENSE, DAMAGE, OR LIABILITY RELATED TO AN INDEMNIFICATION OBLIGATION, OR A BREACH OF THIS AGREEMENT OR A BREACH OF ANY WARRANTY, EXPRESS OR IMPLIED, OR ANY OTHER CAUSE, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE LESSER OF: (iA) willful misfeasance, $500,000.00; OR (iiB) bad faith, THE TOTAL DOLLAR AMOUNT PAID TO SUPPLIER DURING THE SIX (iii) gross negligence, (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve disabling conduct by such indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by an indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee was authorized by a majority of the full Board of the Trust6)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE.