Common use of Liability Indemnification Clause in Contracts

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent:

Liability Indemnification. Escrow The Agent shall perform such agrees to use reasonable care and to act in good faith in performing its duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting any error in judgment or refraining from acting upon mistake of law or for any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented loss suffered by the proper party Trust or partiesany Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Escrow Agent shall have no duty to solicit any payments which may be due it or Notwithstanding the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counselforegoing, accountants and other skilled persons to be selected and retained by it. Escrow the Agent shall not be liable or responsible for anything donedelays or errors occurring by reason of circumstances beyond its control, suffered including acts of civil or omitted in good faith by it in accordance with the advice military authority, national or opinion state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of any such counselGod, accountants insurrection or other skilled personswar. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that Escrow such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, the Agent shall be uncertain as entitled to its duties rely and to act upon: (i) telephone instructions relating to the exchange or rights hereunder or shall receive instructions, claims or demands redemption of shares received by the Agent and reasonably believed by the Agent to have originated from any party hereto which, in its opinion, conflict with any the record owner of the provisions subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of this Agreementthe Trust, or with any instructions, claims or demands according to such lists of authorized officers and employees furnished to the Agent and as amended from any other party hereto, it shall be permitted time to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise time in writing by all a resolution of the parties hereto Board of Trustees of the Trust; and (iii) any genuine instrument signed, countersigned or executed by a final arbitration decision any person or a non-appealable order persons authorized to sign, countersign or judgment of a court of competent jurisdiction. Borrower and Lender agree that execute the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent:same.

Liability Indemnification. Escrow Agent (a) To the fullest extent permitted by law, Lessor shall perform such duties as and does hereby agree to indemnify, protect, defend with counsel approved by Lessee, and hold harmless Lessee and The University of Texas System, and their respective affiliated enterprises, regents, officers, directors, attorneys, employees, representatives and agents (collectively “Indemnitees”) from and against all damages, losses, liens, causes of action, suits, judgments, expenses (including reasonable attorneys’ fees), and other claims of any nature, kind, or description (collectively “Claims”) by any person or entity, arising out of, caused by, or resulting from Lessor’s performance under this Purchase Order and which are specifically set forth herein andcaused in whole or in part by any negligent act, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence negligent omission or willful misconduct was the primary cause of any loss to Borrower Lessor, anyone directly or Lenderindirectly employed by Lessor or anyone for whose acts Lessor may be liable. Anything in The provisions of this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and Section shall not be liable for acting construed to eliminate or refraining reduce any other indemnification or right which any Indemnitee has by law. (b) In addition, Lessor shall and does hereby agree to indemnify, protect, defend with counsel approved by Lessee, and hold harmless Indemnitees from acting upon and against all claims arising from infringement or alleged infringement of any written noticepatent, instruction copyright, trademark or request furnished to it hereunder and reasonably believed other proprietary interest arising by it to be genuine and to have been signed or presented by out of the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it performance of services or the escrow account. Escrow Agent may execute any provision of its powers and perform any goods by Lessor pursuant to this Purchase Order, or the use by Lessor, or by Indemnitees at the direction of its duties hereunder directly or through agents or attorneys and may consult with counselLessor, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any article or material; provided, that, upon becoming aware of a suit or threat of suit for such counselinfringement, accountants Lessee shall promptly notify Lessor and Lessor shall be given full opportunity to negotiate a settlement. Lessor does not warrant against infringement by reason of Lessee’s design of articles or the use thereof in combination with other skilled personsmaterials or in the operation of any process. In the event that Escrow Agent of litigation, Lessee agrees to cooperate reasonably with Lessor and all parties shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto whichentitled, in its opinion, conflict connection with any such litigation, to be represented by counsel at their own expense. (c) To the extent authorized by the laws and constitution of the provisions State of Texas, Lessee shall and does hereby agree to indemnify and hold harmless Lessor and its officers, directors, attorneys, employees, representatives and agents (collectively, the “Lessor Indemnitees”) from and against all damages, losses, liens, causes of action, suits, judgments, expenses (including, to the extent authorized by the laws and constitution of the State of Texas, reasonable attorneys’ fees), and other claims of any nature, kind, or description by any person or entity, arising out of, caused by, or resulting from Lessee’s performance under this Purchase Order and which are caused in whole or in part by any negligent act or negligent omission of Lessee or its employees for which Lessee's sovereign immunity from liability has been waived under Section 101.021 of the Texas Civil Practice and Remedies Code, as it may be amended from time to time. (d) The indemnities contained herein shall survive the termination of this Agreement, or with Purchase Order for any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent:reason whatsoever.

Liability Indemnification. Escrow The Agent shall perform such agrees to use reasonable care and to act in good faith in performing its duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting any error in judgment or refraining from acting upon mistake of law or for any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented loss suffered by the proper party Trust or partiesany Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Escrow Agent shall have no duty to solicit any payments which may be due it or Notwithstanding the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counselforegoing, accountants and other skilled persons to be selected and retained by it. Escrow the Agent shall not be liable or responsible for anything donedelays or errors occurring by reason of circumstances beyond its control, suffered including acts of civil or omitted in good faith by it in accordance with the advice military authority, national or opinion state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of any such counselGod, accountants insurrection or other skilled personswar. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that Escrow such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correct of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, Agent shall be uncertain as entitled to its duties rely and to act upon: (i) telephone instructions relating to the exchange or rights hereunder or shall receive instructions, claims or demands redemption of shares received by the Agent and reasonably believed by the Agent to have originated from any party hereto which, in its opinion, conflict with any the record owner of the provisions subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of this Agreementthe Trust, or with any instructions, claims or demands according to such lists of authorized officers and employees furnished to the Agent and as amended from any other party hereto, it shall be permitted time to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise time in writing by all a resolution of the parties hereto Board of Directors of the Trust; and (iii) any genuine instrument signed, countersigned or executed by a final arbitration decision any person or a non-appealable order persons authorized to sign, countersign or judgment of a court of competent jurisdiction. Borrower and Lender agree that execute the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent:same.

Liability Indemnification. Escrow Agent (a) To the maximum extent permitted by applicable law, the Company shall perform indemnify, defend and hold harmless the Dealer Manager, each Participating Dealer, each Participating Adviser and each of their respective officers, directors, employees, members, partners, affiliates, agents and representatives, and each person, if any, who controls the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Dealer Manager Indemnified Persons”) from and against any losses, claims (including reasonable attorneys’ fees and the reasonable cost of investigation), damages or liabilities, joint or several (“Losses”), to which any Dealer Manager Indemnified Person may become subject insofar as such duties as Losses arise out of or are based upon: (i) any (1) untrue statement or alleged untrue statement of a material fact contained in any Offering Materials or (2) omission or alleged omission of a material fact required to be stated in any Offering Materials or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such indemnity shall not apply to any such Losses arising out of or based upon an untrue statement or alleged untrue statement of material fact or an omission or alleged omission of material fact in any information furnished by or on behalf of the Dealer Manager or by or on behalf of any Dealer Manager Indemnified Persons specifically set forth herein andfor inclusion in the Offering Materials; (ii) any material breach by the Company of a representation, so long as it does sowarranty or covenant made by the Company in this Agreement; or (iii) any material failure by the Company to comply with state or federal securities laws applicable to the Offering; provided, however, that the Company shall have no liability to Borrower and Lender hereunder except not provide any such indemnification to the extent it has been determined by a court of competent jurisdiction determines that Escrow Agentsuch Losses resulted from a Dealer Manager Indemnified Person’s fraud, willful misconduct, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreementnegligence, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment material breach of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rightsrepresentation, duties, liabilities, and immunities of Escrow Agent:warranty or covenant herein.

Liability Indemnification. The Company agrees that the Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have assumes no liability to Borrower for and Lender hereunder is expressly released from any claim or claims whatsoever in connection with the receipt, retention and delivery of the Shares except to account for payment and/or delivery made thereon. Deposit by the extent a Escrow Agent of the Shares (less its charges and expenses incurred herein) comprising this escrow in court shall relieve Escrow Agent of competent jurisdiction determines that all further responsibility and liability, and Escrow Agent’s fraudAgent is hereby expressly authorized to disregard in its sole discretion any and all notices or warnings given by any of the parties hereto, gross negligence or willful misconduct was by any other person or corporation, but the primary cause Escrow Agent is hereby expressly authorized to regard and to comply with and obey any and all orders, judgments or decrees entered or issued by any court with or without jurisdiction, and in case Escrow Agent obeys or complies with any such order, judgment or decree of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and court it shall not be liable to the Company or to any other person, firm or corporation by reason of such compliance, notwithstanding that any such order, judgment or decree has been entered without jurisdiction or has been subsequently reversed, modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this escrow to which the Escrow Agent is or may be at any time a party, it shall have a lien on the Shares for acting any and all cost, attorneys’ fees, whether such attorneys shall be regularly retained or refraining specially employed and other expenses that it may have incurred or become liable for on account thereof, and the Company agrees to indemnify and hold harmless Escrow Agent from acting upon all loss, costs or damages incurred, including, but not limited to, attorneys’ fees, by reason of this Agreement or the subject matter hereof or any written notice, instruction or request furnished to it hereunder and reasonably believed by it to cause of action that may be genuine filed in connection therewith and to have been signed or presented by pay the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers Agent, upon demand, all such costs, fees and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsexpenses so incurred. In the event that (a) the Escrow Agent performs any service not specifically provided hereinabove, or (b) there is any assignment or attachment of any interest in the subject matter of this escrow or any modification thereof, or (c) any controversy arises hereunder, or (d) the Escrow Agent is made a party to, or intervenes in, any litigation pertaining to the Shares or the subject matter hereof, Escrow Agent shall be uncertain as reasonably compensated therefor and reimbursed for all costs and expenses occasioned thereby; and the Company agrees to its duties pay the same and to indemnify Escrow Agent against any loss, liability, or rights hereunder expense incurred in any act or shall receive instructionsthing done by it hereunder, claims or demands from any party hereto which, in its opinion, conflict with any of it being understood and agreed that Escrow Agent may interplead the provisions subject matter of this Agreement, or with escrow into any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower jurisdiction in Dallas County, Texas, and Lender agree that the following provisions act of such interpleader shall control with respect to the rights, immediately relieve Escrow Agent of its duties, liabilities, and immunities of Escrow Agent:responsibilities hereunder.

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except Except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraudprohibited by law, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage IgnitionOne and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and its Affiliates shall not be liable for acting any indirect, special, incidental or refraining from acting upon any written noticeconsequential damages or loss (including damages for loss of business, instruction loss of revenue, loss of profits, loss of data and interruption of business) whether based on breach of contract, tort (including negligence), product liability or request furnished to it hereunder and reasonably believed by it to be genuine and to otherwise, even if IgnitionOne or its representatives have been signed advised of the possibility of such damages. Claims for damages must be made by Agency within one (1) year of the incident to which they relate or presented be forever barred. Except to the extent prohibited by law, IgnitionOne’s total liability to Agency and Customer under any and all circumstances shall not exceed the proper party aggregate fees (excluding pass through fees paid to third parties) paid by Agency to IgnitionOne under this Agreement during the six months preceding the date that the claim is made giving rise to the liability. Agency agrees to defend, indemnify and hold IgnitionOne, its Affiliates and all of their directors, officers, employees, agents, shareholders, partners, members or parties. Escrow Agent shall have no duty other owners, harmless against any and all actions, suits, proceedings, claims, judgments, damages, costs and expenses, including reasonable attorney’s fees, and other liabilities (collectively, “Claims”) arising from or related to solicit any payments which may be due it the Agency Content, the Agency Marks, the Data or the escrow account. Escrow Agent may execute any Agency’s breach of its powers warranties in this Agreement or applicable Data Protection Laws. IgnitionOne agrees to defend, indemnify and perform hold Agency, its Affiliates and all of their directors, officers, employees, agents, shareholders, partners, members or other owners, harmless against any and all Claims that the Software infringes any third party intellectual property rights. IgnitionOne’s indemnification obligation will not apply to the extent the alleged Claim arises from (a) any use of its duties hereunder directly the Software by Agency or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall any Authorized User not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of Agreement; (b) any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any modification of the provisions of this Agreement, Software by any person other than IgnitionOne or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent:authorized agents; or

Liability Indemnification. Escrow Agent LAMP shall perform such duties as are specifically set forth herein andnot be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in the provision of fund accounting and reporting services pursuant to this Agreement, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agentfor losses arising from LAMP’s fraud, gross negligence or willful misconduct was in the primary cause performance of any loss to Borrower its duties, or Lenderby reason of reckless disregard of its obligations and duties hereunder. Anything As used in this Agreement Section 6, the term “LAMP “ shall include LAMP, its affiliates and their respective shareholders, members, officers, directors, employees, agents, or controlling persons to the contrary notwithstandingwhich LAMP delegates obligations hereunder. Further, in no event shall Escrow Agent LAMP be liable for specialany consequential damages. To the fullest extent permitted by law, indirect Client shall indemnify and hold harmless LAMP if made a party or consequential loss threatened to be made a party to any threatened, pending or damage contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of Client or the Funds), by reason of any kind whatsoever (including but not limited act or omission or alleged act or omission relating to lost profits), even the Funds or this Agreement if Escrow Agent has been advised such activities were performed in good faith either on behalf of the likelihood of such loss Funds or damage and regardless Client or in furtherance of the form interests of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein the Funds or Client, and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and in a manner reasonably believed by it to be genuine within the scope of the authority conferred by this Agreement or by law, against losses, damages, or expenses for which it has not otherwise been reimbursed (including, but not limited to, attorney’s fees, judgments, fines and to have been signed amounts paid in settlement) actually and reasonably incurred by it in connection with such action, suit or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due proceeding so long as it or the escrow account. Escrow Agent may execute any was not guilty of its powers and perform any gross negligence, willful misconduct, reckless disregard of its duties and obligations hereunder directly with respect to such acts or through agents omissions, and with respect to any criminal action or attorneys and may consult proceeding, has no reasonable cause to believe its conduct was unlawful. In no case shall Client be liable under this indemnity agreement with counselrespect to any claim made against LAMP unless Client shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, accountants and other skilled persons but failure to be selected and retained by it. Escrow Agent so notify Client shall not relieve Client from any liability which it may have otherwise than on account of this indemnity agreement. Client shall be liable for anything doneentitled to participate at its own expense in the defense or, suffered or omitted in good faith if it so elects within a reasonable time after receipt of such notice, to assume the defense of any suit so brought, which defense shall be conducted by counsel chosen by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsand satisfactory to LAMP. In the event that Escrow Agent Client elects to assume the defense of any such suit and retain such counsel, LAMP shall bear the fees and expenses of any additional counsel thereafter retained by it unless (a) the employment of such counsel shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreementauthorized by Client, or with any instructions, claims (b) LAMP shall have reasonably concluded that its interests and those of Client are adverse or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control inconsistent with respect to defenses against payment, in which event the rights, duties, liabilitiesreasonable fees and expenses of one counsel for all indemnified parties selected by LAMP shall be borne by Client. Client shall advance costs to LAMP so long as LAMP agrees in writing to reimburse Client for such costs (without interest) in the event it is finally determined that LAMP is not entitled to reimbursement hereunder. The foregoing agreement of indemnity shall be in addition to, and immunities of Escrow Agent:shall in no respect limit or restrict, any other remedies which may be available to LAMP. 3

Liability Indemnification. Escrow Agent (a) In taking any action required by this Agreement, Mxxxx Securities and the Participating Broker-Dealers shall perform such duties as are be entitled to rely in good faith upon the information provided by the authorized representatives or agents of the Company. Except for the responsibilities specifically set forth herein andallocated to Mxxxx Securities under this Agreement, so long as the Company agrees and acknowledges that none of the Participating Broker-Dealers, any of their respective affiliates or any owner, officer, employee or representatives of the foregoing has any responsibility for (among other things) Shares, the Company or the performance of an investment in the Shares. Mxxxx Securities and Participating Broker-Dealers shall not be liable hereunder for any losses caused by any act, or failure to act, unless it does so, shall have no liability to Borrower and Lender hereunder except to the extent has been determined by a court of competent jurisdiction determines that Escrow Agent’s such loss resulted from its fraud, willful misfeasance, gross negligence negligence, or willful misconduct was material breach of a representation, warranty or covenant herein, or breach of applicable securities laws or regulations. To the primary cause extent permitted by applicable law, the Company shall indemnify from its assets, Mxxxx Securities, the Participating Broker-Dealers and each of their respective affiliates and their respective directors, officers, employees, agents, partners and shareholders (each, a “Dealer Indemnified Person”) against all claims, liabilities, damages and expenses, including reasonable legal fees, to which a Dealer Indemnified Person may become subject by reason of (i) any loss untrue statement or alleged untrue statement of a material fact contained in any document, furnished or made available by the Company, to Borrower any offeree of the Shares or Lender. Anything any of their representatives, or the omission or the alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (provided, however, that such indemnity shall not apply to any such claims, liabilities, damages or expenses arising out of or based upon an untrue statement or alleged untrue statement of material fact or an omission or alleged omission of material fact in any information furnished by Mxxxx Securities specifically for inclusion in the Registration Statement); (ii) any breach by the Company of a representation, warranty or covenant made by the Company in this Agreement to Agreement; or (iii) any breach by the contrary notwithstanding, Company of applicable securities laws or regulations (other than as a result of a material breach by Mxxxx Securities of its obligations hereunder); or (iv) Mxxxx Securities’ or Participating Broker-Dealers’ activities in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage respect of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent the Shares unless it has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed determined by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree jurisdiction that the following provisions shall control with respect to the rightssuch Dealer Indemnified Person’s conduct constituted fraud, duties, liabilities, and immunities of Escrow Agent:willful misfeasance or gross negligence.

Liability Indemnification. Escrow Agent VAM shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for specialits acts and omissions caused by its willful misfeasance, indirect bad faith or consequential loss gross negligence in the performance of its duties under this Contract, and nothing herein shall protect VAM against any such liability to the Fund or damage of any kind whatsoever (including but not limited to lost profits)its shareholders; provided, even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and however, that VAM shall not be liable for acting acts and omission not caused by VAM's willful misfeasance, bad faith or refraining from acting upon any written notice, instruction or request furnished to it hereunder gross negligence; and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent provided further that VAM shall not be liable for anything donethe acts and omissions of any agent employed by VAM, suffered nor for those of any bank, trust company, broker or other person with whom or into whose possession any monies or securities and investments may be deposited, pursuant to the provisions of this Contract or any other Fund contract; and provided further that VAM shall not be liable for any defect in title of any property acquired, nor for any loss unless it shall occur through its own willful default, and provided further that VAM shall not be liable for any action taken or omitted to be taken by VAM on the advice of counsel to VAM, provided that said counsel is reasonably acceptable to the Fund. VAM agrees to indemnify the Fund against any and all actions, litigation and other proceedings of any kind or nature and against any loss, liability, judgment, cost or penalty imposed as a result of such actions, litigation or proceedings in good any way arising out of or in connection with any willful misfeasance, bad faith by it or gross negligence on the part of VAM in accordance the performance of its duties under this Contract or any of its directors, officers, employees, representatives or agents in connection with the advice or opinion of any such counsel, accountants or other skilled personsresponsibilities assumed by VAM hereunder. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions threat or institution of this Agreementany such action, litigation or legal proceedings against the Fund, VAM shall defend such action, litigation or proceedings on behalf of the Fund at its own expense, and shall pay any such loss, liability, judgment, cost or penalty resulting therefrom, whether imposed by legal authority or agreed upon by way of compromise and settlement; provided, however, VAM INTERIM INVESTMENT ADVISORY CONTRACT PAGE 4 shall not be required to pay or reimburse the Fund for any loss, liability, judgment, cost or penalty incurred as a result of information supplied by, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all as the result of the parties hereto omission to supply information by, the Fund to VAM, or to VAM by a final arbitration decision director, officer or a non-appealable order employee of the Fund who is not an "interested person" (as defined in the Investment Company Act of 1940, as amended) of VAM, unless the information so supplied or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect omitted was known, or reasonably should have been known, to VAM without recourse to the rights, duties, liabilities, and immunities of Escrow Agent:Fund or any such person referred to above.

Liability Indemnification. Escrow The Agent shall perform such agrees to use reasonable care and to act in good faith in performing its duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting any error in judgment or refraining from acting upon mistake of law or for any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented loss suffered by the proper party Trust or partiesany Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Escrow Agent shall have no duty to solicit any payments which may be due it or Notwithstanding the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counselforegoing, accountants and other skilled persons to be selected and retained by it. Escrow the Agent shall not be liable or responsible for anything donedelays or errors occurring by reason of circumstances beyond its control, suffered including acts of civil or omitted in good faith by it in accordance with the advice military authority, national or opinion state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of any such counselGod, accountants insurrection or other skilled personswar. In the event that Escrow of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correct of any errors resulting from such a breakdown will be uncertain at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as to such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any reckless disregard of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, such duties, liabilities, and immunities of Escrow Agent:.

Liability Indemnification. Escrow The Agent shall perform such agrees to use reasonable care and to act in good faith in performing its duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting any error in judgment or refraining from acting upon mistake of law or for any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented loss suffered by the proper party Trust or partiesany Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Escrow Agent shall have no duty to solicit any payments which may be due it or Notwithstanding the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counselforegoing, accountants and other skilled persons to be selected and retained by it. Escrow the Agent shall not be liable or responsible for anything donedelays or errors occurring by reason of circumstances beyond its control, suffered including acts of civil or omitted in good faith by it in accordance with the advice military authority, national or opinion state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of any such counselGod, accountants insurrection or other skilled personswar. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that Escrow such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correct of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Agent agrees to indemnify and hold harmless the Trust for any loss suffered by the Trust in connection with the performance of the Agent's obligations and duties under this Agreement resulting from the Agent's willful misfeasance, bad faith or gross negligence in the performance of such obligations and duties, or by reason of its reckless disregard thereof. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, Agent shall be uncertain as entitled to its duties rely and to act upon: (i) telephone instructions relating to the exchange or rights hereunder or shall receive instructions, claims or demands redemption of shares received by the Agent and reasonably believed by the Agent to have originated from any party hereto which, in its opinion, conflict with any the record owner of the provisions subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of this Agreementthe Trust, or with any instructions, claims or demands according to such lists of authorized officers and employees furnished to the Agent and as amended from any other party hereto, it shall be permitted time to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise time in writing by all a resolution of the parties hereto Board of Directors of the Trust; and (iii) any genuine instrument signed, countersigned or executed by a final arbitration decision any person or a non-appealable order persons authorized to sign, countersign or judgment of a court of competent jurisdiction. Borrower and Lender agree that execute the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent:same.

Liability Indemnification. Escrow Agent shall A. The Platform, Seller Center, the Services and the Additional Services are provided on an "as is" basis. Except as expressly provided for in the Agreement, HyperAir makes no other representations or warranties of any kind, express or implied, including: i) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; ii) that the Platform, Seller Center, the Services or the Additional Services will meet Seller's requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; iii) that the information, content, materials, or products included on the Platform or Seller Center will be as represented by HyperAir, available for sale on a timely manner, lawful to sell, or that HyperAir or the Customers will perform as promised; iv) any implied warranty arising from course of dealing or usage of trade; and v) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, negligence or wilful misconduct by HyperAir. Seller acknowledges that any information and any materials provided by or through the Platform, Seller Center, the Services and the Additional Services may contain inaccuracies or errors and HyperAir expressly excludes liability for any such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except inaccuracies or errors to the fullest extent a court permitted by the Laws. Any link found on the Platform or Seller Center is provided for Seller's convenience to provide further information. It does not signify that HyperAir endorses the contents thereof and HyperAir has no responsibility for the content of competent jurisdiction determines that Escrow Agent’s external links. B. Because HyperAir is not involved in transactions between Seller and Customers, Seller hereby agrees on its behalf and on behalf of Customers to release HyperAir (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected therewith, provided such release will not apply where actual claims, demands or damages arise due to HyperAir's fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent:wilful misconduct.

Liability Indemnification. Escrow The Agent shall perform such agrees to use reasonable care and to act in good faith in performing its duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting any error in judgment or refraining from acting upon mistake of law or for any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented loss suffered by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it Trust or the escrow accountFund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counselNotwithstanding the foregoing, accountants and other skilled persons to be selected and retained by it. Escrow the Agent shall not be liable or responsible for anything donedelays or errors occurring by reason of circumstances beyond its control, suffered including acts of civil or omitted in good faith by it in accordance with the advice military authority, national or opinion state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of any such counselGod, accountants insurrection or other skilled personswar. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that Escrow such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correct of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, Agent shall be uncertain as entitled to its duties rely and to act upon: (i) telephone instructions relating to the exchange or rights hereunder or shall receive instructions, claims or demands redemption of shares received by the Agent and reasonably believed by the Agent to have originated from any party hereto which, in its opinion, conflict with any the record owner of the provisions subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of this Agreementthe Trust, or with any instructions, claims or demands according to such lists of authorized officers and employees furnished to the Agent and as amended from any other party hereto, it shall be permitted time to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise time in writing by all a resolution of the parties hereto Board of Directors of the Trust; and (iii) any genuine instrument signed, countersigned or executed by a final arbitration decision any person or a non-appealable order persons authorized to sign, countersign or judgment of a court of competent jurisdiction. Borrower and Lender agree that execute the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent:same.

Liability Indemnification. Escrow The Agent shall perform such agrees to use reasonable care and to act in good faith in performing its duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting any error in judgment or refraining from acting upon mistake of law or for any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented loss suffered by the proper party Trust or partiesany Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Escrow Agent shall have no duty to solicit any payments which may be due it or Notwithstanding the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counselforegoing, accountants and other skilled persons to be selected and retained by it. Escrow the Agent shall not be liable or responsible for anything donedelays or errors occurring by reason of circumstances beyond its control, suffered including acts of civil or omitted in good faith by it in accordance with the advice military authority, national or opinion state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of any such counselGod, accountants insurrection or other skilled personswar. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that Escrow such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, Agent shall be uncertain as entitled to its duties rely and to act upon: (i) telephone instructions relating to the exchange or rights hereunder or shall receive instructions, claims or demands redemption of shares received by the Agent and reasonably believed by the Agent to have originated from any party hereto which, in its opinion, conflict with any the record owner of the provisions subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of this Agreementthe Trust, or with any instructions, claims or demands according to such lists of authorized officers and employees furnished to the Agent and as amended from any other party hereto, it shall be permitted time to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise time in writing by all a resolution of the parties hereto Board of Trustees of the Trust; and (iii) any genuine instrument signed, countersigned or executed by a final arbitration decision any person or a non-appealable order persons authorized to sign, countersign or judgment of a court of competent jurisdiction. Borrower and Lender agree that execute the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent:same.

Liability Indemnification. Escrow The Collateral Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except duties to the extent a court Lenders under this Agreement except those expressly set forth herein. Neither the Collateral Agent nor any of competent jurisdiction determines that Escrow Agent’s fraudits officers, directors, employees or agents shall be liable to any Lender for any action taken or omitted by it or them hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct was misconduct. Each of the primary cause Lenders hereby indemnifies the Collateral Agent pro rata (based upon the principal amount permitted to be outstanding under the Note Agreements and the Bank Agreement) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any loss kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Collateral Agent in any way relating to Borrower or Lender. Anything in arising out of this Agreement to or any action taken or omitted by the contrary notwithstanding, Collateral Agent in such capacity under this Agreement; provided that no event party shall Escrow Agent be liable for specialany portion of such liabilities, indirect obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or consequential loss disbursements resulting from the Collateral Agent's gross negligence or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised willful misconduct. The foregoing indemnity shall survive payment of the likelihood of such loss or damage Secured Obligations and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions termination of this Agreement. Without limiting the foregoing, or with any instructions, claims or demands from any other party hereto, it shall be permitted each Lender agrees to refrain from taking any action reimburse the Collateral Agent for its pro rata share (as determined above) of all costs and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing expenses incurred by all the Collateral Agent on behalf of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect Lenders to the rights, duties, liabilities, extent such costs and immunities of Escrow Agent:expenses are not reimbursed by the Company.

Liability Indemnification. Escrow Agent (a) To the fullest extent permitted by law, Lessor shall perform such duties as and does hereby agree to indemnify, protect, defend with counsel approved by UTMB, and hold harmless UTMB and The University of Texas System, and their respective affiliated enterprises, regents, officers, directors, attorneys, employees, representatives and agents (collectively “Indemnitees”) from and against all damages, losses, liens, causes of action, suits, judgments, expenses (including reasonable attorneys’ fees), and other claims of any nature, kind, or description (collectively “Claims”) by any person or entity, arising out of, caused by, or resulting from Lessor’s performance under this Lease and which are specifically set forth herein andcaused in whole or in part by any negligent act, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence negligent omission or willful misconduct was the primary cause of any loss to Borrower Lessor, anyone directly or Lenderindirectly employed by Lessor or anyone for whose acts Lessor may be liable. Anything in The provisions of this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and Section shall not be liable for acting construed to eliminate or refraining reduce any other indemnification or right which any Indemnitee has by law. (b) In addition, Lessor shall and does hereby agree to indemnify, protect, defend with counsel approved by UTMB, and hold harmless Indemnitees from acting upon and against all claims arising from infringement or alleged infringement of any written noticepatent, instruction copyright, trademark or request furnished to it hereunder and reasonably believed other proprietary interest arising by it to be genuine and to have been signed or presented by out of the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it performance of services or the escrow account. Escrow Agent may execute any provision of its powers and perform any goods by Lessor pursuant to this Lease, or the use by Lessor, or by Indemnitees at the direction of its duties hereunder directly or through agents or attorneys and may consult with counselLessor, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any article or material; provided, that, upon becoming aware of a suit or threat of suit for such counselinfringement, accountants UTMB shall promptly notify Lessor and Lessor shall be given full opportunity to negotiate a settlement. Lessor does not warrant against infringement by reason of UTMB’s design of articles or the use thereof in combination with other skilled personsmaterials or in the operation of any process. In the event that Escrow Agent of litigation, UTMB agrees to cooperate reasonably with Lessor and all parties shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto whichentitled, in its opinion, conflict connection with any of such litigation, to be represented by counsel at their own expense. (c) The indemnities contained herein shall survive the provisions termination of this Agreement, or with Lease for any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent:reason whatsoever.

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, The Provider shall have no liability to Borrower and Lender the --------------------------- Recipient with respect to its furnishing any of the Services hereunder except for its willful misconduct. By agreeing to provide the Services as an accommodation to the extent a court Recipient, the Provider is making no representations or warranties as to the quality, suitability or adequacy of competent jurisdiction determines that Escrow Agent’s fraudthe Services for any purpose or use. In providing the Services, gross negligence the Provider shall not be obligated to (i) hire any additional employees; (ii) maintain the employment of any specific employee; (iii) purchase, lease or willful misconduct was license any additional equipment or software; or (iv) pay any costs related to the primary cause transfer or conversion of the Recipient's data to the Recipient or any alternate supplier of administrative services. The sole remedy of the Recipient in the event data owned by it is lost or damaged in any way during processing by the Provider is the refund to it of any charges paid for the processing of the damaged data. The Provider agrees to exercise reasonable diligence to correct errors or deficiencies in the Services but the Recipient shall have no other remedy against the Provider regardless of any loss to Borrower suffered by the Recipient or Lenderany other person or entity. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and The Provider shall not be liable to any third party in any way for acting any obligation or refraining from acting upon commitment pursuant to this Agreement or for an act or omission and the Recipient shall be solely liable and responsible for any written noticeand all claims, instruction liabilities, obligations, losses, costs, expenses, litigation, proceedings, taxes, levies, imposts, duties, deficiencies, assessments, charges, allegations, demands, damages or request furnished judgments of any kind or nature whatsoever (hereinafter the "Liabilities") related to, arising from, asserted against or associated with the Provider furnishing or failing to it hereunder and reasonably believed furnish to the Recipient any of the Services described herein. Upon the termination of any of the Services, the Recipient shall be obligated to return to the Provider, as soon as practicable, any equipment or other property of the Provider relating to the Services which is owned. or leased by it to be genuine and to have been signed is or presented by was in the proper party Recipient's possession or partiescontrol. Escrow Agent As of the Effective Date, the Recipient shall have no duty to solicit indemnify/and hold the Provider and its affiliates and their respective directors, shareholders, officers, employees, agents, consultants, representatives, successors, transferees and assigns harmless from and against any payments which may be due it and all Liabilities (including, without limitation, reasonable fees and expenses of counsel) of whatever kind and nature related to, arising from, asserted against, or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance associated with the advice Provider's furnishing or opinion failing to furnish the Services provided for in this Agreement, other than Liabilities arising out of any such counselthe fraudulent acts or willful misconduct of the Provider or its affiliates or their respective directors, accountants shareholders, officers, employees, agents, consultants, representatives, successors, transferees or assigns. Nothing herein, however, shall be deemed to effect the right of the Recipient to seek damages or other skilled persons. In rights of redress against the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any Provider for breach of the provisions of this Agreement under U.S. law as provided under this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent:.

Liability Indemnification. Escrow The Agent shall perform such agrees to use reasonable care and to act in good faith in performing its duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting any error in judgment or refraining from acting upon mistake of law or for any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented loss suffered by the proper party Trust or partiesany Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Escrow Agent shall have no duty to solicit any payments which may be due it or Notwithstanding the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counselforegoing, accountants and other skilled persons to be selected and retained by it. Escrow the Agent shall not be liable or responsible for anything donedelays or errors occurring by reason of circumstances beyond its control, suffered including acts of civil or omitted in good faith by it in accordance with the advice military authority, national or opinion state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of any such counselGod, accountants insurrection or other skilled personswar. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that Escrow such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, Agent shall be uncertain as entitled to its duties rely and to act upon: (i) telephone instructions relating to the exchange or rights hereunder or shall receive instructions, claims or demands redemption of shares received by the Agent and reasonably believed by the Agent to have originated from any party hereto which, in its opinion, conflict with any the record owner of the provisions subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of this Agreementthe Trust, or with any instructions, claims or demands according to such lists of authorized officers and employees furnished to the Agent and as amended from any other party hereto, it shall be permitted time to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise time in writing by all a resolution of the parties hereto Board of Directors of the Trust; and (iii) any genuine instrument signed, countersigned or executed by a final arbitration decision any person or a non-appealable order persons authorized to sign, countersign or judgment of a court of competent jurisdiction. Borrower and Lender agree that execute the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent:same.

Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein andThe Creditor Trustee, so long as it does sothe Trust Professionals, and the Creditor Trustee’s agents and servants, shall have no liability not in any way be liable for any acts or omissions to Borrower act except by reason of their gross negligence, willful misconduct, fraud, or a criminal act in the performance of their duties under the Settlement Agreement, Settlement Order, or this Agreement. The Creditor Distribution Trust shall indemnify the Creditor Trustee, the Trust Professionals, the Creditor Trustee’s agents and Lender hereunder except servants, and the Dissolving Debtors and the Plan Administrator and their respective employees, agents and advisors (for any activities taken by them as required by this Agreement), and hold them harmless from and against any and all liabilities, expenses, claims, damages and losses incurred by them as a direct result of actions taken or omissions to act by them in such capacity or otherwise related to this Agreement or the Creditor Distribution Trust. The Creditor Distribution Trust shall indemnify and hold harmless any entity who was, or is, a party, or is threatened to be made a party, to any pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such entity is or was the Creditor Trustee, a Trustee Professional, or the Creditor Trustee’s agent or servant, and the Dissolving Debtors and the Plan Administrator and their respective employees, agents and advisors (for any activities taken by them as required by this Agreement), against all costs, expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such entity in connection with such action, suit or proceeding, or the defense or settlement of any claim, issue or matter therein, to the fullest extent permitted by applicable law, if such costs and expenses, judgments, fines or amounts paid in settlement are found in a final, non-appealable judgment by a court of competent jurisdiction determines that Escrow Agentto have resulted from the entity’s fraudgross negligence, gross negligence willful misconduct, fraud or willful misconduct was the primary cause of criminal act. Costs or expenses incurred by any loss to Borrower or Lender. Anything in this Agreement entity entitled to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any benefit of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent:Section