Common use of Limitation on Liability; Indemnification Clause in Contracts

Limitation on Liability; Indemnification. (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement.

Limitation on Liability; Indemnification. (a) Rise Tryperion assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise Tryperion and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseTryperion, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseTryperion, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise Tryperion (each, a “Rise Tryperion Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Tryperion Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise Tryperion Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Tryperion Indemnified Party under this Agreement.

Limitation on Liability; Indemnification. (a) Rise assumes The Company Entities shall have no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliatesliability with respect to, and any of their membersshall not be obligated to indemnify or hold harmless the HCP Entities, stockholders, managers, partners, personnelor its affiliates, officers, directors, managers, employees, consultants and agents or other representatives from or against any person providing advisory cost, loss, expense, damage or sub-advisory services to Rise, will not be liable to liability arising out of or otherwise in respect of the Manager or performance of the Manager’s stockholders, partners or members for any acts or omissions by Company Services other than any such Person (including errors that may result cost, loss, expense, damage or liability resulting from ordinary negligence, such as errors in the investment decision making process willful misconduct or in fraud of the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts Company Entities or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholdersits directors, managers, officers, employees, partners, personnelmembers or agents. The HCP Entities shall have no liability with respect to, and shall not be obligated to indemnify or hold harmless the Company Entities, or its affiliates, officers, directors, managers, employees, consultants and agents or other representatives from or against any person providing advisory cost, loss, expense, damage or sub-advisory services liability arising out of or otherwise in respect of the performance of the HCP Services other than any such cost, loss, expense, damage or liability resulting from the willful misconduct or fraud of the HCP Entities or any of its directors, managers, officers, employees, partners, members or agents. A Party entitled to Rise (eachindemnification hereunder shall give written notice to the indemnifying party, a “Rise Indemnified Party”)in reasonable detail, of and from any and all expenses, losses, damages, liabilities, demands, charges and claims promptly upon learning of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid claim, suit or proceeding for which indemnification may be sought, provided that failure to do so shall have no effect except to the extent the indemnifying party is prejudiced thereby. The indemnified party may choose to participate in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason defense of any pending, threatened claim or completed action, suit, investigation or other proceeding (including an action or suit by or in at its own expense and with its own choice of counsel, but the indemnifying party shall have the right of to control the Manager defense and settlement, provided that the indemnifying party shall not, without the indemnified party’s prior written consent, settle any claim that increases the indemnified party’s costs or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreementadversely affects the indemnified party’s rights.

Limitation on Liability; Indemnification. (a) Rise Arrived assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise Arrived and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseArrived, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseArrived, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise Arrived (each, a “Rise Arrived Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Arrived Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise Arrived Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Arrived Indemnified Party under this Agreement.

Limitation on Liability; Indemnification. (a) Rise The Sponsor assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise The Sponsor and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Risethe Sponsor, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Risethe Sponsor, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise the Sponsor (each, a “Rise Sponsor Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Sponsor Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise Sponsor Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Sponsor Indemnified Party under this Agreement.

Limitation on Liability; Indemnification. (a) Rise NCIT assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise NCIT and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseNCIT, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseNCIT, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise NCIT (each, a “Rise NCIT Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise NCIT Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise NCIT Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise NCIT Indemnified Party under this Agreement.

Limitation on Liability; Indemnification. (a) Rise NCIT assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise NCIT and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseNCIT, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseNCIT, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise NCIT (each, a “Rise NCIT Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise NCIT Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise NCIT Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise NCIT Indemnified Party under this Agreement.. 3

Limitation on Liability; Indemnification. Neither the Master Servicer (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and including, without limitation, its Affiliates, and any of their members, stockholders, managers, partners, personneldirectors, officers, employees and agents) nor the Sub-Servicer (including, without limitation, its directors, employeesofficers, consultants employees and agents) shall be under any person providing advisory or sub-advisory services to Rise, will not be liable liability to the Manager other any action taken or for refraining from the Manager’s stockholders, partners or members for taking of any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors action in the investment decision making process or in the trade process) performed in accordance with and good faith pursuant to this Agreement, except or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer or any such person or the Sub-Servicer or any such person against any breach of warranties, representations or covenants made herein, or against any specific liability imposed on the Master Servicer or the Sub-Servicer pursuant hereto, or against any liability which would otherwise be imposed by reason of acts willful misfeasance, bad faith or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard in the performance of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of obligations and duties hereunder. The Sub-Servicer (and its directors, officers, employees and agents) shall be indemnified and held harmless by the Master Servicer against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Mortgage Loans other than any loss, liability or expense incurred by reason of such Rise Indemnified Party under this Agreementthe willful misfeasance, bad faith or gross negligence of the Sub-Servicer in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The Master Servicer (and its directors, officers, employees and agents) shall be indemnified and held harmless by the Sub-Servicer against any loss, liability or expense incurred by reason of the willful misfeasance, bad faith or gross negligence of the Sub-Servicer in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder.

Limitation on Liability; Indemnification. (a) Rise assumes no responsibility Purchaser shall not have any liability to any EqualNet Company for any matter arising under this Agreement other than or relating in any manner to render the services called for hereunder Documents unless caused exclusively by the gross negligence or willful misconduct of Purchaser. To the extent permitted by applicable law, in good faith. Rise addition to the payment of costs and its Affiliatesexpenses pursuant to Section 7.1 hereof, and irrespective of whether the transactions contemplated hereby shall be consummated, the EqualNet Companies agree to indemnify, exonerate, pay and hold the Purchaser, and any holder of their membersany interest in the Notes, stockholdersthe Refinancing Notes, managersthe Warrants or the Warrant Stock, partners, personnel, and the officers, directors, employeesemployees and agents of the Purchaser or such holders (collectively, consultants the "Indemnitees") harmless from and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from against any and all expensesliabilities, obligations, losses, damages, liabilitiespenalties, demandsactions, charges causes of action, judgments, suits, claims, costs, expenses, and claims disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable attorneys’ fees and amounts reasonably paid disbursements of counsel for such Indemnitees in settlement) connection with any investigative, administrative or judicial proceeding, irrespective of whether such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitee, in any matter relating to or arising out of this Agreement or any of the other Documents or in connection with any claim asserted against the Purchaser by any person or entity arising out of or in any way connected with this Agreement or any of the other Documents (collectively “Losses”) incurred collectively, the 15 SCHEDULE 13D CUSIP NO. 294400000 PAGE 22 OF 25 "Indemnified Liabilities"); provided however, that the EqualNet Companies shall have no obligation hereunder with respect to an Indemnitee for any Indemnified Liabilities proximately caused by the Rise Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties willful misconduct of such Rise Indemnified Party under this AgreementIndemnitee.

Limitation on Liability; Indemnification. (a) Rise Groundfloor assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise Groundfloor and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseGroundfloor, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseGroundfloor, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise Groundfloor (each, a “Rise Groundfloor Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Groundfloor Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise Groundfloor Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Groundfloor Indemnified Party under this Agreement.

Limitation on Liability; Indemnification. (ai) Rise assumes no responsibility Furst shall not have any liabilxxx xo any EqualNet Company for any matter arising under or relating in any manner to this Agreement other than unless caused exclusively by the gross negligence or willful misconduct of Furst. To the extent permitted xx xxplicable law, in addition to render the services called for hereunder in good faithpayment of costs and expenses pursuant to Section 7.a. Rise hereof, and its Affiliatesirrespective of whether the transactions contemplated hereby shall be consummated, the EqualNet Companies agree to indemnify, exonerate, pay and hold Furst, and any holder of their membersany inxxxxxt in the Interest Common Stock, stockholdersthe Series B Preferred Stock or the Conversion Stock, managers, partners, personnel, and the officers, directors, employeesemployees and agents of Furst or such holders (collectixxxx, consultants the "INDEMNITEES") harmless from and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from against any and all expensesliabilities, obligations, losses, damages, liabilitiespenalties, demandsactions, charges causes of action, judgments, suits, claims, costs, expenses, and claims disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable attorneys’ fees and amounts reasonably paid disbursements of counsel for such Indemnitees in settlement) connection with any investigative, administrative or judicial proceeding, irrespective of whether such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitee, in any matter relating to or arising out of this Agreement or in connection with any claim asserted against Furst by any person or entity axxxxxg out of or in any way connected with this Agreement (collectively “Losses”) incurred collectively, the "INDEMNIFIED LIABILITIES"); provided however, that the EqualNet Companies shall have no obligation hereunder with respect to an Indemnitee for any Indemnified Liabilities proximately caused by the Rise Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties willful misconduct of such Rise Indemnified Party under this AgreementIndemnitee.

Limitation on Liability; Indemnification. (a) Rise ACM assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise ACM and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseACM, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseACM, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise ACM (each, a “Rise ACM Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise ACM Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise ACM Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise ACM Indemnified Party under this Agreement.

Limitation on Liability; Indemnification. (af) Rise Casoro assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise Casoro and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseCasoro, will not be liable to the Manager or the Manager’s 's stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseCasoro, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise Casoro (each, a “Rise "Casoro Indemnified Party”"), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ ' fees and amounts reasonably paid in settlement) (collectively “"Losses”") incurred by the Rise Casoro Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise Casoro Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Casoro Indemnified Party under this Agreement. (a) Casoro shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a "Manager Indemnified Party" and, together with a Casoro Indemnified Party, an "Indemnified Party") of and from any and all Losses in respect of or arising from (i) any acts or omissions of Casoro constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Casoro under this Agreement or (ii) any claims by Casoro's employees relating to the terms and conditions of their employment by Casoro. Casoro hereby agrees that from the date hereof until the termination of this Agreement, Casoro shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Casoro, in its sole discretion. (b) In case any such claim, suit, action or proceeding (a "Claim") is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party's reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party's consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party's sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (c) The Manager acknowledges that the duties owed by Casoro to the Manager are contractual in nature and governed by the terms of this Agreement and that Casoro shall owe no fiduciary duties to the Manager or its members. (d) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement. 8.

Limitation on Liability; Indemnification. (a) Rise Xxxxx Holdings assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise Xxxxx Holdings and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseXxxxx Holdings, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseXxxxx Holdings, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise Xxxxx Holdings (each, a “Rise Xxxxx Holdings Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Xxxxx Holdings Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise Xxxxx Holdings Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Xxxxx Holdings Indemnified Party under this Agreement.

Limitation on Liability; Indemnification. (a) Rise Tryperion assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise Tryperion and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person Person providing advisory or sub-advisory services to RiseTryperion, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision decision-making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseTryperion, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person Person providing advisory or sub-advisory services to Rise Tryperion (each, a “Rise Tryperion Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise a Tryperion Indemnified Party 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 Manager or its security holders) arising from any acts act or omissions omission of such Rise Tryperion Indemnified Party performed in good faith under this Agreement and that does not constituting constitute bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Tryperion Indemnified Party under this Agreement.

Limitation on Liability; Indemnification. (a) Rise assumes no responsibility under this Agreement other than to render Neither the services called for hereunder in good faith. Rise and its AffiliatesGoverning Board nor the Advisory Board, and any of or their membersrespective representatives, stockholdersofficials, County Authorities, managers, partnersemployees or agents, personnelshall be liable, officers, directors, employees, consultants and any person providing advisory responsible or sub-advisory services to Rise, will not be liable accountable in damages or otherwise to the Manager BHO or the Manager’s stockholders, partners or members County Authorities for any acts act or omissions omission performed in good faith pursuant to the authority granted by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process this Agreement or in the trade process) performed in accordance with its provisions, and pursuant in a manner reasonably believed to this Agreement, except by reason be within the scope of acts the authority granted and in the best interest of the BHO; provided that such act GREAT RIVERS LLC Operating Agreement – 10 or omission constituting bad faithdid not constitute fraud, willful intentional misconduct, or gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdictionnegligence. The Manager shall, to the full extent lawful, reimburseBHO shall defend, indemnify and hold harmless Rise, its Affiliates, the Governing Board and the Advisory Board and any of their membersrespective representatives, stockholdersofficials, County Authorities, managers, partnersemployees or agents thereof, personnelagainst any liability, officersloss, directorsdamage, employeescost or expense incurred by them on behalf of the BHO or in furtherance of the BHO’s interests without relieving any such person of liability for fraud, consultants and misconduct, bad faith or gross negligence. No County Authority or representative of the Governing Board or the Advisory Board shall have any person providing advisory or sub-advisory services personal liability with respect to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims the satisfaction of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party 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 required indemnification of the Manager or its security holders) above-mentioned persons. Any tender of defense by an indemnitee arising from any acts liability, loss, damage, cost or omissions expense incurred that falls within the scope of such Rise Indemnified Party performed in good faith matters subject to defense, indemnification and being held harmless by this Agreement, shall be promptly accepted by the BHO. Any indemnification required to be made by the BHO shall be made promptly following the fixing of the liability loss, damage, cost or expense incurred or suffered by a final judgment of any court, settlement, contract or otherwise. In addition, the BHO shall reimburse a person claiming indemnification under this Agreement Section 5.7 for legal expenses and not constituting bad faith, willful misconduct, gross negligence or reckless disregard other costs incurred as a result of a legal action brought against such person if: (i) the legal action relates to the performance of duties or services by the person on behalf of the BHO; (ii) the legal action is initiated by a party other than a County Authority; and (iii) such Rise Indemnified Party under person undertakes to repay the advanced funds to the BHO if it is determined that such person is not entitled to indemnification pursuant to the terms of this Agreement.

Limitation on Liability; Indemnification. (af) Rise Casoro assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise Casoro and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseCasoro, will not be liable to the Manager or the Manager’s 's stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-non- appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseCasoro, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise Casoro (each, a “Rise "Casoro Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ ' fees and amounts reasonably paid in settlement) (collectively “"Losses”") incurred by the Rise Casoro Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise Casoro Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Casoro Indemnified Party under this Agreement. (a) Casoro shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a "Manager Indemnified Party" and, together with a Casoro Indemnified Party, an "Indemnified Party^ of and from any and all Losses in respect of or arising from (i) any acts or omissions of Casoro constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Casoro under this Agreement or (ii) any claims by Casoro's employees relating to the terms and conditions of their employment by Casoro. Casoro hereby agrees that from the date hereof until the termination of this Agreement, Casoro shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Casoro, in its sole discretion. (b) In case any such claim, suit, action or proceeding (a "Claim") is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (i) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party's reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party's consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party's sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (c) The Manager acknowledges that the duties owed by Casoro to the Manager are contractual in nature and governed by the terms of this Agreement and that Casoro shall owe no fiduciary duties to the Manager or its members. (d) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement. 8.

Limitation on Liability; Indemnification. (a) Rise assumes no responsibility under this Agreement other than to render To the services called for hereunder in good faith. Rise and its Affiliatesfullest extent permitted by applicable Law, and any of their members, stockholders, managers, partners, personnelthe Member, officers, directorsand other agents of the Company (and their respective heirs and legal representatives) (each, employees, consultants a “Company Indemnitee”) will be held harmless and any person providing advisory or sub-advisory services to Rise, will not be liable to indemnified by the Manager or the Manager’s stockholders, partners or members Company for all Losses suffered by virtue of any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of alleged acts or omission constituting bad faithomissions arising out of such Company Indemnitee’s activities in connection with the establishment, willful misconductmanagement or operations of any Covered Business, gross negligence or reckless disregard of their respective duties under this Agreement, as unless such Losses were determined by a final non-appealable order judgment of a court of competent jurisdictionjurisdiction to have been caused by the Company Indemnitee’s Disqualifying Conduct. The Manager shallMember may designate in writing additional Persons as Indemnitees hereunder. Any Person entitled to indemnification from the Company hereunder shall first seek recovery under any other indemnity or any insurance policies by which such Person is indemnified or covered, as the case may be, but only to the full extent lawfulthat the indemnitor with respect to such indemnity or the insurer with respect to such insurance policy provides (or acknowledges its obligation to provide) such indemnity or coverage on a timely basis, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by as the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in case may be. A Company Indemnitee shall obtain the right written consent of the Manager Member (which consent shall not be unreasonably withheld or delayed) prior to entering into any compromise or settlement which would result in an obligation of the Company to indemnify such Person. The Member may have the Company purchase, at the Company’s expense, insurance to insure the Company, any other Company Indemnitee or any other Person against liability in connection with the activities of the Company and its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this AgreementSubsidiaries.

Limitation on Liability; Indemnification. (a) Rise assumes no responsibility Purchaser shall not have any liability to any EqualNet Company for any matter arising under this Agreement other than or relating in any manner to render the services called for hereunder Documents unless caused exclusively by the gross negligence or willful misconduct of Purchaser. To the extent permitted by applicable law, in good faith. Rise addition to the payment of costs and its Affiliatesexpenses pursuant to Section 7.1 hereof, and irrespective of whether the transactions contemplated hereby shall be consummated, the EqualNet Companies agree to indemnify, exonerate, pay and hold the Purchaser, and any holder of their membersany interest in the Notes, stockholdersthe Refinancing Notes, managersthe Warrants or the Warrant Stock, partners, personnel, and the officers, directors, employeesemployees and agents of the Purchaser or such holders (collectively, consultants the "INDEMNITEES") harmless from and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from against any and all expensesliabilities, obligations, losses, damages, liabilitiespenalties, demandsactions, charges causes of action, judgments, suits, claims, costs, expenses, and claims disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable attorneys’ fees and amounts reasonably paid disbursements of counsel for such Indemnitees in settlement) connection with any investigative, administrative or judicial proceeding, irrespective of whether such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitee, in any matter relating to or arising out of this Agreement or any of the other Documents or in connection with any claim asserted against the Purchaser by any person or entity arising out of or in any way connected with this Agreement or any of the other Documents (collectively “Losses”) incurred collectively, the "INDEMNIFIED LIABILITIES"); provided however, that the EqualNet Companies shall have no obligation hereunder with respect to an Indemnitee for any Indemnified Liabilities proximately caused by the Rise Indemnified Party 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 Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties willful misconduct of such Rise Indemnified Party under this AgreementIndemnitee.