Common use of Indemnification Liability Clause in Contracts

Indemnification Liability. (a) The Licensee will be liable for and will indemnify and save harmless the Owner, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Owner Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Licensee of its obligations under this Agreement or any negligent act or omission relating to the Licensee’s use and occupation of the Equipment Room, the Building or the Lands under this Agreement, provided that the Licensee will not be required to indemnify the Owner Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Owner Indemnitees. Notwithstanding the foregoing, in no event will the Licensee be liable for or indemnify and save harmless any of the Owner Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages. (b) The Owner will be liable for and will indemnify and save harmless Licensee, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Owner of its obligations under this Agreement or any negligent act or omission relating to the Owner’s ownership or management of the Building or the Lands under this Agreement, provided that the Owner will not be required to indemnify any Licensee Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Licensee Indemnitees. Notwithstanding the foregoing, in no event will the Owner be liable for or indemnify and save harmless any of the Licensee Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages.

Indemnification Liability. (a) The Licensee will be liable for and Company will indemnify and save hold harmless the OwnerBRS and its officers, its directors, officersprincipals, employees partners, members, employees, agents, representatives and contractors, and those for whom it is responsible in law Affiliates (collectively, the each being an “Owner IndemniteesIndemnified Party”) from and against any and all losses, suitsclaims, actions, causes of actiondamages and liabilities, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property joint or bodily injury, including deathseveral, to which such Indemnified Party may become subject under any person caused applicable federal or state law, made by any third party or otherwise, relating to or arising out of any breach the Services or other matters referred to in or contemplated by the Licensee of its obligations under this Agreement or any negligent act or omission relating to the Licensee’s use engagement of such Indemnified Party pursuant to, and occupation the performance by such Indemnified Party, of the Equipment Room, the Building Services or the Lands under other matters referred to or contemplated by this Agreement, provided that and the Licensee Company will reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company will not be required to indemnify liable under the Owner Indemnitees foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the willful misconduct of such Indemnified Party. The reimbursement and indemnity obligations of the Company under this Section 5 shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliate of BRS and the stockholders, officers, directors, principals, partners, members, employees, agents, representatives, affiliates and controlling persons (if any), as the case may be, of BRS and any such Losses are caused by any negligent or wilful act or omission Affiliate and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Owner IndemniteesCompany, BRS, any such Affiliate and any such person. Notwithstanding The provisions of this Section 5 shall survive the foregoing, in no event will the Licensee be liable for or indemnify and save harmless any termination of the Owner Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damagesthis Agreement. (b) The Owner will Neither BRS nor any of its Affiliates, partners, employees or agents shall be liable to the Company or its Subsidiaries or Affiliates for and will indemnify and save harmless Licenseeany loss, its directorsliability, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or expense arising out of any breach or in connection with the performance of the Services contemplated by the Owner of its obligations under this Agreement unless BRS or any negligent act or omission relating to such person engaged in willful misconduct. BRS shall not engage in the Owner’s ownership or active management of the Building or the Lands under this Agreement, provided that the Owner will not be required to indemnify any Licensee Indemnitees Company and shall render only advisory services to the extent any such Losses are caused by any negligent or wilful act or omission of any Company; and the management of the Licensee Indemnitees. Notwithstanding Company or its business, operations, affairs and assets shall be conducted solely and exclusively by the foregoing, in no event will Board of Directors and the Owner be liable for or indemnify and save harmless any officers of the Licensee Indemnitees from Company, and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised BRS shall have no liability for the management of the possibility of such damagesCompany or its business, operations, affairs and assets.

Indemnification Liability. (a) The Licensee 7.1. In no event will Escrow London be liable for any incidental, indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and will indemnify expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and save harmless in no event shall the Ownercollective liability of Escrow London exceed the annual escrow fees paid under this Agreement. 7.2. Escrow London shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, its directorsany notice, officersdirection, employees consent, certificate, affidavit, statement or other paper or document reasonably believed by Escrow London to be genuine and contractors, and those to have been presented or signed by the proper party or parties or a representative thereof; 7.3. Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for whom it is responsible any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in law (collectivelythis Agreement, the “Owner Indemnitees”) from and against License Agreement or any and all lossesother agreement; 7.4. Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, suitsthrough the institution of legal proceedings or otherwise, actions, causes any of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to its rights as escrow agent hereunder or any tangible property or bodily injury, including death, to any person caused by or arising out rights of any breach by the Licensee of its obligations under other party hereto pursuant to this Agreement or any negligent act or omission relating to the Licensee’s use and occupation of the Equipment Roomother agreement, the Building or the Lands under this Agreement, provided that the Licensee will not nor shall it be required to indemnify the Owner Indemnitees to the extent defend any such Losses are caused by any negligent action or wilful act or omission of any of the Owner Indemnitees. Notwithstanding the foregoinglegal proceeding which, in no event will the Licensee be liable for its opinion, would or indemnify and save harmless might involve Escrow London in any of the Owner Indemnitees from and against any indirectcost, special, incidental or consequential damages, including loss of revenueexpense, loss or profitsliability; 7.5. Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not escrow agent hereunder, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages. (b) The Owner will be liable for and will indemnify and save harmless Licensee, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against other than with respect to any and all lossesmatters pertinent hereto; 7.6. Depositor and Beneficiary hereby authorise Escrow London, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property if Escrow London is threatened with litigation or bodily injury, including deathis sued, to interplead all interested parties in any person court of competent jurisdiction and to deposit the Deposit Materials with the clerk of that court; 7.7. Nothing in this agreement shall limit or exclude any party’s liability with respect to liability for death or personal injury caused by or arising out of any breach by the Owner of its obligations under this Agreement or any negligent act or omission relating to the Owner’s ownership or management of the Building or the Lands under this Agreement, provided that the Owner will not be required to indemnify any Licensee Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Licensee Indemnitees. Notwithstanding the foregoing, in no event will the Owner be liable for or indemnify and save harmless any of the Licensee Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damagesnegligence.

Indemnification Liability. (a) The Licensee will be liable for Each Acquiring Fund agrees to hold harmless and will indemnify and save harmless the Ownereach Acquired Fund, including any of its directorsdirectors or trustees, officers, employees and contractorsagents, against and those for whom it is responsible in law (collectively, the “Owner Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, expenses or liabilities incurred by or claims and expenses or actions (collectively, the “LossesClaims”) arising from physical damage to any tangible property or bodily injuryasserted against the Acquired Fund, including deathany of their principals, directors or trustees, officers, employees and agents, to any person caused the extent such Claims result from a violation or alleged violation by or arising out such Acquiring Fund of any breach by the Licensee provision of its obligations under this Agreement or any negligent act or omission relating to the Licensee’s use and occupation of the Equipment Room, the Building or the Lands under this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that the Licensee will not be required to indemnify the Owner Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Owner Indemnitees. Notwithstanding the foregoing, in no event will the Licensee Acquiring Fund shall be liable for indemnifying any Acquired Fund for any Claims resulting from violations that occur directly as a result of incomplete or indemnify inaccurate information provided by the Acquired Fund to such Acquiring Fund pursuant to terms and save harmless any conditions of the Owner Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damagesthis Agreement. (b) The Owner will be liable for Each Acquired Fund agrees to hold harmless and will indemnify and save harmless Licenseean Acquiring Fund, including any of its directorsdirectors or trustees, officers, employees and contractorsagents, against and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, or liabilities incurred by or Claims asserted against the “Losses”) arising from physical damage to any tangible property or bodily injuryAcquiring Fund, including deathany of its directors or trustees, officers, employees or agents, to any person caused the extent such Claims result from a violation or alleged violation by or arising out such Acquired Fund of any breach by the Owner provision of its obligations under this Agreement or any negligent act or omission relating to the Owner’s ownership or management of the Building or the Lands under this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that the Owner will not be required to indemnify any Licensee Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Licensee Indemnitees. Notwithstanding the foregoing, in no event will the Owner Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting from violations that occur directly as a result of incomplete or indemnify inaccurate information provided by the Acquiring Fund to such Acquired Fund pursuant to terms and save harmless conditions of this Agreement. (c) In any action involving the parties to this Agreement, the parties agree to look solely to the relevant Acquiring Fund(s) of the Licensee Indemnitees from Acquiring Company or the relevant Acquired Fund(s) of the Acquired Company, as the case may be, that are involved in the matter in controversy and against not to any indirectother Acquiring Funds and/or Acquired Funds, special, incidental or consequential damages, including loss as the case may be. Any liability of revenue, loss or profits, loss of business opportunity or loss of use more than one of any facilities Acquiring Company, Acquiring Fund, Acquired Company and/or Acquired Fund shall be several and not joint as between or propertyamong the relevant Acquiring Companies, even if advised of the possibility of such damagesAcquiring Funds, Acquired Companies and/or Acquired Funds.

Indemnification Liability. (a) 14.1 The Licensee will be liable for and will indemnify and save harmless the OwnerLicensor, its directors, officers, employees employees, and contractors, and those for whom it is responsible in law (collectively, the “Owner "Licensor Indemnitees”) "), from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “"Losses”") arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Licensee of its obligations under this Agreement License or any negligent act or omission relating to the Licensee’s 's use and occupation of the Equipment RoomPOP Space, the Building or the Lands under this AgreementLicense, provided that the Licensee will not be required to indemnify the Owner Licensor Indemnitees to the extent any such Losses are caused by any negligent or wilful willful act or omission of any of the Owner Licensor Indemnitees. Notwithstanding the foregoing, in no event will the Licensee be liable for or indemnify and save harmless any of the Owner Licensor Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages. (b) 14.2 The Owner Licensor will be liable for and will indemnify and save harmless the Licensee, its directors, officers, employees employees, and contractors, and those for whom it is responsible in law (collectively, the “"Licensee Indemnitees”) "), from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “"Losses”") arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Owner Licensor of its obligations under this Agreement License or any negligent act or omission relating to the Owner’s Licensor's ownership or management of the Building or the Lands under this AgreementLicense, provided that the Owner Licensor will not be required to indemnify any Licensee Indemnitees to the extent any such Losses are caused by any negligent or wilful willful act or omission of any of the Licensee Indemnitees. Notwithstanding the foregoing, in no event will the Owner Licensor be liable for or indemnify and save harmless any of the Licensee Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages.

Indemnification Liability. 7.1. Beneficiary and Depositor hereby indemnify, and shall keep indemnified, and hold harmless Escrow London (a) The Licensee will be liable for and will indemnify and save harmless the Owner, any of its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Owner Indemnitees”agents) harmless from and against any and all damages, losses, suits, actions, causes of action, proceedings, damages, costs, claims and any other liabilities or expenses or whatsoever kind, all whether direct or indirect and either awarded against, or agreed to be paid by, Escrow London (including reasonable attorneys’ fees and expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject as result of: 7.1.1. Escrow London becoming involved in, or required to be involved in, any form of dispute resolution proceedings or litigation arising out of or in relation to any matter between the Beneficiary and Depositor in relation to the subject matter of this Agreement or the License Agreement; and 7.1.2. any claim by any third party for actual or alleged infringement of intellectual property rights in the Deposit Materials, including as a result of Escrow London conducting itself in accordance with the terms of this Agreement. (collectively, the “LossesClaims”). 7.2. In no event will Escrow London be liable for any incidental, indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) arising from physical damage to any tangible property costs or bodily injuryexpenses (including legal fees and expenses), including deathwhether foreseeable or unforeseeable, to any person caused by or arising that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement. 7.3. Escrow London shall incur no liability for or in respect of any breach action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by Escrow London to be genuine and to have been presented or signed by the Licensee proper party or parties or a representative thereof; 7.4. Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreement, the License Agreement or any other agreement; 7.5. Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its obligations under rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any negligent act or omission relating to the Licensee’s use and occupation of the Equipment Roomother agreement, the Building or the Lands under this Agreement, provided that the Licensee will not nor shall it be required to indemnify the Owner Indemnitees to the extent defend any such Losses are caused by any negligent action or wilful act or omission of any of the Owner Indemnitees. Notwithstanding the foregoinglegal proceeding which, in no event will the Licensee be liable for its opinion, would or indemnify and save harmless might involve Escrow London in any of the Owner Indemnitees from and against any indirectcost, special, incidental or consequential damages, including loss of revenueexpense, loss or profitsliability; 7.6. Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not escrow agent hereunder, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages. (b) The Owner will be liable for and will indemnify and save harmless Licensee, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against other than with respect to any and all lossesmatters pertinent hereto; 7.7. Depositor and Beneficiary hereby authorise Escrow London, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property if Escrow London is threatened with litigation or bodily injury, including deathis sued, to interplead all interested parties in any person court of competent jurisdiction and to deposit the Deposit Materials with the clerk of that court; 7.8. Nothing in this agreement shall limit or exclude any party’s liability with respect to liability for death or personal injury caused by or arising out of any breach by the Owner of its obligations under this Agreement or any negligent act or omission relating to the Owner’s ownership or management of the Building or the Lands under this Agreement, provided that the Owner will not be required to indemnify any Licensee Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Licensee Indemnitees. Notwithstanding the foregoing, in no event will the Owner be liable for or indemnify and save harmless any of the Licensee Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damagesnegligence.

Indemnification Liability. (a) The Licensee will be liable for 7.1 Beneficiary and will Depositor each agree to indemnify and save harmless the Owner, hold Escrow London (and any of its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Owner Indemnitees”agents) harmless from and against any and all damages, losses, suits, actions, causes of action, proceedings, damages, costs, claims liabilities or expenses (including reasonable attorneys’ fees and expenses expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or relate in any way to this Agreement (collectively, “Claims”). In the “Losses”) arising event Depositor or Beneficiary makes any payment pursuant to this Section 7.2, the party making the payment shall have the right to seek contribution from physical damage to any tangible property or bodily injurythe other party in the amount of 50% of the amount so paid; provided, including deathhowever, to any person that in the event that the Damages suffered by Escrow London were caused by or arising in connection with the negligence or willful misconduct of the other party, then, the party making the payment shall have the right to seek contribution from the other party in the full amount so paid. 7.2 In no event will Escrow London be liable for any incidental, indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement. 7.3 Escrow London shall incur no liability for or in respect of any breach action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by Escrow London to be genuine and to have been presented or signed by the Licensee proper party or parties or a representative thereof; 7.4 Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreement, the License Agreement or any other agreement; 7.5 Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its obligations under rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any negligent act or omission relating to the Licensee’s use and occupation of the Equipment Roomother agreement, the Building or the Lands under this Agreement, provided that the Licensee will not nor shall it be required to indemnify the Owner Indemnitees to the extent defend any such Losses are caused by any negligent action or wilful act or omission of any of the Owner Indemnitees. Notwithstanding the foregoinglegal proceeding which, in no event will its opinion, would or might involve Escrow London in any cost, expense, loss or liability; 7.6 Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the Licensee parties hereunder as freely as if it were not escrow agent hereunder, other than with respect to any and all matters pertinent hereto; 7.7 Escrow London shall not be liable for any mistake of fact or indemnify and save harmless error of judgment, or for any of the Owner Indemnitees from and against any indirect, special, incidental acts or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use omissions of any facilities kind; and 7.8 Depositor and Beneficiary hereby authorize Escrow London, if Escrow London is threatened with litigation or property, even if advised of the possibility of such damages. (b) The Owner will be liable for and will indemnify and save harmless Licensee, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including deathsued, to interplead all interested parties in any person caused by or arising out court of any breach by competent jurisdiction and to deposit the Owner Deposit Materials with the clerk of its obligations under this Agreement or any negligent act or omission relating to the Owner’s ownership or management of the Building or the Lands under this Agreement, provided that the Owner will not be required to indemnify any Licensee Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Licensee Indemnitees. Notwithstanding the foregoing, in no event will the Owner be liable for or indemnify and save harmless any of the Licensee Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damagescourt.

Indemnification Liability. (a) 14.1 The Licensee will be liable for and will indemnify and save harmless the OwnerLicensor, its directors, officers, employees employees, and contractors, and those for whom it is responsible in law (collectively, the “Owner Licensor Indemnitees”) ), from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Licensee of its obligations under this Agreement License or any negligent act or omission relating to the Licensee’s use and occupation of the Equipment RoomPOP Space, the Building or the Lands under this AgreementLicense, provided that the Licensee will not be required to indemnify the Owner Licensor Indemnitees to the extent any such Losses are caused by any negligent or wilful willful act or omission of any of the Owner Licensor Indemnitees. Notwithstanding the foregoing, in no event will the Licensee be liable for or indemnify and save harmless any of the Owner Licensor Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages. (b) 14.2 The Owner Licensor will be liable for and will indemnify and save harmless the Licensee, its directors, officers, employees employees, and contractors, and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) ), from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Owner Licensor of its obligations under this Agreement License or any negligent act or omission relating to the OwnerLicensor’s ownership or management of the Building or the Lands under this AgreementLicense, provided that the Owner Licensor will not be required to indemnify any Licensee Indemnitees to the extent any such Losses are caused by any negligent or wilful willful act or omission of any of the Licensee Indemnitees. Notwithstanding the foregoing, in no event will the Owner Licensor be liable for or indemnify and save harmless any of the Licensee Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages.

Indemnification Liability. (a) The Licensee will be liable for and Company will indemnify and save hold harmless the OwnerCHI and its officers, its directors, officersprincipals, employees partners, members, employees, agents, representatives and contractors, and those for whom it is responsible in law affiliates (collectively, the each being an “Owner IndemniteesIndemnified Party”) from and against any and all losses, suitsclaims, actions, causes of actiondamages and liabilities, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property joint or bodily injury, including deathseveral, to which such Indemnified Party may become subject under any person caused applicable federal or state law, made by any third party or otherwise, relating to or arising out of any breach the Services or other matters referred to in or contemplated by the Licensee of its obligations under this Agreement or any negligent act or omission relating to the Licensee’s use engagement of such Indemnified Party pursuant to, and occupation the performance by such Indemnified Party, of the Equipment Room, the Building Services or the Lands under other matters referred to or contemplated by this Agreement, provided that and the Licensee Company will reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company will not be required to indemnify liable under the Owner Indemnitees foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the willful misconduct of such Indemnified Party. The reimbursement and indemnity obligations of the Company under this Section 5 shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliate of CHI and the stockholders, officers, directors, principals, partners, members, employees, agents, representatives, affiliates and controlling persons (if any), as the case may be, of CHI and any such Losses are caused by any negligent or wilful act or omission affiliate and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Owner IndemniteesCompany, CHI, any such affiliate and any such person. Notwithstanding The provisions of this Section 5 shall survive the foregoing, in no event will the Licensee be liable for or indemnify and save harmless any termination of the Owner Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damagesthis Agreement. (b) The Owner will Neither CHI nor any of its affiliates, partners, employees or agents shall be liable to the Company or its subsidiaries or affiliates for and will indemnify and save harmless Licenseeany loss, its directorsliability, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or expense arising out of any breach or in connection with the performance of the Services contemplated by the Owner of its obligations under this Agreement unless CHI or any negligent act such person engaged in willful misconduct or omission relating to gross negligence. CHI shall not engage in the Owner’s ownership or active management of the Building or the Lands under this Agreement, provided that the Owner will not be required to indemnify any Licensee Indemnitees Company and shall render only advisory services to the extent any such Losses are caused by any negligent or wilful act or omission of any Company; and the management of the Licensee Indemnitees. Notwithstanding Company or its business, operations, affairs and assets shall be conducted solely and exclusively by the foregoing, in no event will Board of Directors and the Owner be liable for or indemnify and save harmless any officers of the Licensee Indemnitees from Company, and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised CHI shall have no liability for the management of the possibility of such damagesCompany or its business, operations, affairs and assets.

Indemnification Liability. (a) The Licensee will be liable for and will Company hereby agrees to indemnify and save hold harmless, and to cause each of the other Transferred Companies to indemnify and hold harmless on a joint and several basis, the OwnerSeller, its directorsAffiliates, and the officers, employees managers, employees, agents, successors and contractors, and those for whom it is responsible in law (collectively, the “Owner Indemnitees”) from and against assigns of any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage them with respect to any tangible property or bodily injury, including death, to Losses incurred by any person caused by or of them arising out of any breach by the Licensee of its obligations under this Agreement or any negligent act or omission relating related to the Licensee’s use and occupation of the Equipment Room, the Building or the Lands Services furnished under this Agreement, provided that whether arising out of breach of warranty, strict liability, tort, contract, fiduciary liability under ERISA or otherwise, other than Losses which result from the Licensee will not be required to indemnify the Owner Indemnitees to the extent any such Losses are caused by any negligent Seller's gross negligence, willful misconduct or wilful act or omission of any of the Owner Indemnitees. Notwithstanding the foregoing, bad faith in no event will the Licensee be liable for or indemnify and save harmless any of the Owner Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damagesperforming its obligations hereunder. (b) The Owner will Seller hereby agrees that under no circumstances shall the Company, the Transferred Companies or any of their respective officers, managers, employees, agents, successors and assigns be liable for any Losses other than as expressly set forth in Section 5(a) above, and will indemnify and save harmless Licenseethat under no circumstances shall such persons be liable for any Losses in the nature of punitive damages (other than punitive damages payable to a Governmental Authority or other third party). (c) The Company hereby agrees that under no circumstances shall the Seller, its Affiliates, or the directors, officers, employees managers, employees, agents, successors and contractorsassigns of any of them be liable for any Losses directly or indirectly arising out of, and those relating to or in connection with this Agreement or the performance or non-performance of Services hereunder, other than that the Seller may be liable for whom it is responsible Losses which result from the Seller's gross negligence, willful breach or bad faith in law performing its obligations hereunder; PROVIDED, that in no event shall any such Losses include any special, incidental, consequential, lost profits, expectation, punitive or other indirect damages. (collectively, d) In no event shall the “Licensee Indemnitees”Seller have any liability for Losses under Section 5(c) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach the performance or nonperformance of Services hereunder that are reasonably expected to be avoided, in whole or in part, by the Owner re-performance or performance of its obligations under such Services, unless (i) the Company has notified the Seller in writing in reasonable detail of the circumstances of the allegedly inadequate performance, (ii) the Company has given the Seller a reasonable opportunity to re-perform or perform the applicable Services and (iii) the Seller has failed to re-perform or perform such Services in the manner required by this Agreement or any negligent act or omission relating to the Owner’s ownership or management of the Building or the Lands under this Agreement, provided that the Owner will not be required to indemnify any Licensee Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Licensee Indemnitees. Notwithstanding the foregoing, in no event will the Owner be liable for or indemnify and save harmless any of the Licensee Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damageswithin a reasonable time period thereafter.

Indemnification Liability. (a) The Licensee will be liable for SECTION 20.1 Tenant covenants and will agrees, at its sole cost and expense and in addition to any other right or remedy of Landlord hereunder, to indemnify and save harmless the Owner, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Owner Indemnitees”) Landlord and/or Mortgagee from and against any and all lossesloss, suitscost, actionsexpense, causes liability and claims (but excluding any liability arising solely out of actionthe gross negligence of Landlord or its agents, proceedingsemployees or contractors), damagesincluding, without limitation, reasonable attorneys' fees and court costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injuryin connection with (a) Tenant's use, including deathoccupancy, to any person caused by operation and control of the Demised Premises or arising out Common Facilities, (b) the conduct or management of any breach by the Licensee of its obligations under this Agreement work, or any negligent act or omission relating whatsoever, done in or on the Demised Premises by or under the direction or at the request of Tenant, (c) any breach or default on the part of Tenant in the payment of any rent or performance of any covenant or agreement on the part of Tenant to be performed pursuant to the Licensee’s use and occupation terms of this Lease, or (d) any act or negligence of Tenant or any of its agents, contractors, servants, employees, licensees or invitees. SECTION 20.2 In the Equipment Roomevent that any action or proceeding is brought against Landlord and/or Mortgagee by reason of any claims covered by the foregoing indemnity, the Building Tenant will, upon notice from Landlord and/or Mortgagee, resist or the Lands under this Agreement, provided that the Licensee defend such action or proceeding by counsel reasonably satisfactory to Landlord and/or Mortgagee. Landlord and/or Mortgagee will not be required defend such action or proceeding so long as Tenant is diligently doing so. Landlord and/or Mortgagee will give prompt notice to indemnify Tenant of any action or proceeding brought against Landlord and/or Mortgagee by reason of any claims covered by the Owner Indemnitees to the extent foregoing indemnity, together with copies of any documents served on Landlord and/or Mortgagee in connection therewith, and Landlord and/or Mortgagee will not settle any such Losses are caused by any negligent or wilful act or omission of any of the Owner Indemnitees. Notwithstanding the foregoing, in no event will the Licensee be liable for or indemnify and save harmless any of the Owner Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damagesclaim without Tenant's written consent. (b) The Owner will be liable for and will indemnify and save harmless Licensee, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Owner of its obligations under this Agreement or any negligent act or omission relating to the Owner’s ownership or management of the Building or the Lands under this Agreement, provided that the Owner will not be required to indemnify any Licensee Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Licensee Indemnitees. Notwithstanding the foregoing, in no event will the Owner be liable for or indemnify and save harmless any of the Licensee Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages.

Indemnification Liability. (a) The Licensee will be liable for and will indemnify and save harmless the Owner, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Owner Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Licensee of its obligations under this Agreement or any negligent act or omission relating to the Licensee’s use and occupation of the Equipment RoomSpace, the Building or the Lands under this Agreement, provided that the Licensee will not be required to indemnify the Owner Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Owner Indemnitees. Notwithstanding the foregoing, in no event will the Licensee be liable for or indemnify and save harmless any of the Owner Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages. (b) The Owner will be liable for and will indemnify and save harmless Licensee, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Owner of its obligations under this Agreement or any negligent act or omission relating to the Owner’s ownership or management of the Building or the Lands under this Agreement, provided that the Owner will not be required to indemnify any Licensee Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Licensee Indemnitees. Notwithstanding the foregoing, in no event will the Owner be liable for or indemnify and save harmless any of the Licensee Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages.

Indemnification Liability. (a) The Licensee will be liable for a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and will indemnify and save harmless hold the OwnerCity, its directors, officers, employees and contractorsagents, and those for whom it is responsible in law (collectivelyemployees, the “Owner Indemnitees”) harmless from and against any and all lossesliabilities, demands, claims, suits, actionslosses, damages, causes of action, proceedingsfines or judgments, damages, including costs, claims attorneys’, witnesses’, and expert witnesses’ fees, and expenses (collectivelyincident thereto, the “Losses”) arising from physical damage to any tangible property or bodily injuryrelating to, including death, to any person caused by or arising out of, or resulting from: (i) misconduct by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with this Agreement. However, notwithstanding the prior sentence, any claim shall not be an indemnified claim if such claim or damage was caused in whole by the actions of the City, its employees, agents, contractors or representatives. b. Contractor will update the City during the course of the litigation to timely notify the City of any breach issues that may involve the independent negligence of the City that is not covered by the Licensee this indemnification. c. The City assumes no liability for actions of its obligations under Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or any negligent act or omission relating to the Licensee’s use and occupation of the Equipment Room, the Building or the Lands under this Agreement, provided that the Licensee will not be required to indemnify the Owner Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Owner Indemnitees. Notwithstanding the foregoing, in no event will the Licensee be liable for or indemnify and save harmless any of the Owner Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities Contractor-provided supplies or property, even if advised of the possibility of such damagesServices. (b) The Owner will be liable for and will indemnify and save harmless Licenseed. IN THE EVENT OF ANY LIABILITY INCURRED BY CONTRACTOR OR ANY OF ITS AFFILIATES HEREUNDER, its directorsINCLUDING INDEMNIFICATION OF CITY BY CONTRACTOR, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Owner of its obligations under this Agreement or any negligent act or omission relating to the Owner’s ownership or management of the Building or the Lands under this Agreement, provided that the Owner will not be required to indemnify any Licensee Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Licensee Indemnitees. Notwithstanding the foregoing, in no event will the Owner be liable for or indemnify and save harmless any of the Licensee Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damagesTHE ENTIRE LIABILITY OF CONTRACTOR AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED $5,000,000.00 OVER THE ENTIRE TERM OF THE AGREEMENT.

Indemnification Liability. (aA. To the extent permitted by applicable law, including Section 17(h) The Licensee and Section 17(i) of the 1940 Act, and subject to the limitations below, the Distributor will not be liable for and will indemnify the Fund agrees to indemnify, defend and save harmless hold the OwnerDistributor, its affiliates and each of their respective members, managers, directors, officers, employees employees, representatives and contractors, and those for whom it is responsible in law any person or entity who controls the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “Owner Distributor Indemnitees”) ), free and harmless from and against any and all losses, suitsclaims, actionsdemands, causes of actionliabilities, proceedings, damages, costs, claims damages and expenses (including the reasonable costs of investigating or defending any alleged losses, claims, demands, liabilities, damages or expenses and any reasonable counsel fees incurred in connection therewith) (collectively, “Losses”) that any Distributor Indemnitee may incur under the 1933 Act, the 1934 Act, the 1940 Act, any other statute (including blue sky laws), or any rule or regulation thereunder, or under common law or otherwise, arising out of or relating to (i) the Distributor serving as principal underwriter of the Fund pursuant to this Agreement; (ii) the Fund’s material breach of any of its obligations, representations, warranties or covenants contained in this Agreement; (iii) the Fund’s failure to comply with any applicable securities laws or regulations; or (iv) any claim that the Registration Statement, Prospectus, shareholder reports, sales literature and advertising materials or other information filed or made public by the Fund (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading under the 1933 Act, or any other statute or the common law any violation of any rule of FINRA or of the SEC or any other jurisdiction wherein Shares of the Fund are sold, provided, however, that the Fund’s obligation to indemnify any of the Distributor Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any such advertising materials or sales literature in reliance upon and in conformity with information relating to the Distributor and furnished to the Fund or its counsel by the Distributor in writing for use is such Registration Statement, Prospectus, shareholder reports, or sales literature and advertising materials. In no event shall anything contained herein be so construed as to protect the Distributor against any liability to the Fund or its shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith, reckless disregard or gross negligence in the performance of its duties under this Agreement. B. The Distributor agrees to notify Fund of any such action or claim of loss brought against any Distributor Indemnitee within a reasonable time following notice of the nature of the claim has been served upon such Distributor Indemnitee. Failure to notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may have to any Distributor Indemnitee except to the extent that the ability of the Fund to defend such action has been materially adversely affected by the failure of such Distributor Indemnitee to provide notice. C. The Fund shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund with the consent of the Distributor, which consent shall not be unreasonably withheld. In the event the Fund elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitee(s) in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Fund does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Fund or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Fund and the Distributor Indemnitee(s), the Fund will reimburse the Distributor Indemnitee(s) in such suit, for the reasonable fees and expenses of any counsel retained by Distributor and them. A Distributor Indemnitee shall not settle or confess any claim without the prior written consent of the Fund, such consent to not be unreasonably withheld or delayed. The Fund’s indemnification agreement contained in Section 7 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitee(s) and shall survive the delivery of any Shares and termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of each Distributor Indemnitee. D. The Fund shall advance attorney’s fees and other expenses incurred by a Distributor Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 7 to the maximum extent permissible under applicable law. E. Distributor shall indemnify, defend and hold the Fund, its affiliates, and each of their respective directors, officers, employees, representatives, and any person who controls or previously controlled the Fund within the meaning of Section 15 of the 1933 Act (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Licensee of its obligations under this Agreement or any negligent act or omission relating to the Licensee’s use and occupation of the Equipment Room, the Building or the Lands under this Agreement, provided that the Licensee will not be required to indemnify the Owner Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Owner Indemnitees. Notwithstanding the foregoing, in no event will the Licensee be liable for or indemnify and save harmless any of the Owner Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages. (b) The Owner will be liable for and will indemnify and save harmless Licensee, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Fund Indemnitees”) ), free and harmless from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectivelyLosses that any Fund Indemnitee may incur under the 1933 Act, the “Losses”) arising from physical damage to 1934 Act, the 1940 Act, any tangible property other statute (including blue sky laws), or bodily injuryany rule or regulation thereunder, including deathor under common law or otherwise, to any person caused by or directly arising out of or based upon (i) any breach act (or omission to act) made with gross negligence, bad faith, or willful misfeasance by Distributor or its agents taken in connection with this Agreement, or (ii) any claim that the Registration Statement, Prospectus, sales literature and advertising materials or other information filed or made public by the Owner Fund (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements not misleading, insofar as such statement or omission was made in reliance upon, and in conformity with, information furnished to the Fund by the Distributor in writing for use in such Registration Statement, Prospectus, sales literature and advertising materials or other information filed or made public by the Fund. In no event shall anything contained herein be so construed as to protect the Fund against any liability to the Distributor to which the Fund would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement or by reason of its reckless disregard of its obligations under this Agreement Agreement. F. The Fund agrees to notify Distributor of any such action or claim of loss brought against any negligent act or omission relating to the Owner’s ownership or management Fund Indemnitee within a reasonable time following notice of the Building or nature of the Lands under this Agreement, provided that claim has been served upon such Fund Indemnitee. The failure so to notify the Owner will Distributor of any such action shall not be required relieve the Distributor from any liability which the Distributor may have to indemnify any Licensee Indemnitees Fund Indemnitee except to the extent that the ability of the Distributor to defend such action has been materially adversely affected by the failure of such Fund Indemnitee to provide notice. G. The Distributor shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Losses are caused Losses, but if the Distributor elects to assume the defense, such defense shall be conducted by any negligent or wilful act or omission counsel chosen by the Distributor with the consent of the Fund, which consent shall not be unreasonably withheld. In the event the Distributor elects to assume the defense of any such suit and retain such counsel, the Fund Indemnitee(s) in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, or in case the Fund does not, in the exercise of reasonable judgment, approve of counsel chosen by the Distributor or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Distributor and the Fund Indemnitee(s), the Distributor will reimburse the Fund Indemnitee(s) in such suit, for the reasonable fees and expenses of any counsel retained by the Fund and them. The Distributor’s indemnification agreement contained in this Section 7 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Licensee IndemniteesFund Indemnitee(s) and shall survive the delivery of any Shares and termination of this Agreement. Notwithstanding This agreement of indemnity will inure exclusively to the foregoingbenefit of each Fund Indemnitee A Fund Indemnitee shall not settle or confess any claim without the prior written consent of the Distributor, such consent not to be unreasonably withheld or delayed. H. No person shall be obligated to provide indemnification under this Section 7 if such indemnification would be impermissible under the 1940 Act, the 1933 Act, the 1934 Act or the rules of the FINRA; provided, however, in no such event will indemnification shall be provided under this Section 7 to the Owner be liable for or indemnify and save harmless any of the Licensee Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damagesmaximum extent so permissible.

Indemnification Liability. (a) The Licensee will Association agrees that the Agent shall not be liable to the Association, its members or to Unit owners, their guests and invitees for any injury, loss or damage to person or property, unless caused by the Agent’s sole negligence or willful misconduct or arising solely out of a material breach by Agent of this Agreement. To the fullest extent of the law, the Association will and will indemnify does hereby agree to indemnify, save, defend and save forever hold harmless the OwnerAgent, its directorsaffiliated or related entities, partners, officers, directors, agents, servants and employees and contractorsfrom any liabilities, and those for whom it is responsible in law (collectivelydamages, the “Owner Indemnitees”) from and against any and all costs, penalties, fines, fees, losses, suits, actionsdemands, causes of action, proceedingsjudgments, damages, costsobligations, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injuryexpenses, including deathbut not limited to reasonable attorneys' fees and associated costs (whether pre-trial, to at trial, mediation or at arbitration and/or in connection with any person caused by or appeals) incurred, sustained, arising out of or connected with any injury to person or property however caused, or from any matter whatsoever arising from or in connection with the Agent’s performance of services hereunder, including without limitation any and all losses arising out of the Agent’s negligent acts or omissions, unless such liability shall result from the Agent’s sole negligence or willful misconduct or from a material breach by the Licensee of its obligations under this Agreement by Agent. (b) All personal property placed or any negligent act moved into or omission relating to onto the Licensee’s use and occupation Association property or a residential unit will be at the risk of the Equipment Room, the Building Association or the Lands under this Agreement, provided that owner of the Licensee personal property. The Agent will not be required to indemnify the Owner Indemnitees liable to the extent Association or others for any such Losses are caused by damage or injury to person or property, real or personal, arising from theft, vandalism, HVAC malfunction, the bursting or leaking of water pipes, the presence of mold, mildew or any negligent pollutant, or wilful any act or omission of any Unit owner or occupant of the Owner IndemniteesAssociation or of any other person. Notwithstanding However, the foregoingforegoing will not relieve Agent of liability for damage or injury resulting from Agent’s sole negligence or willful misconduct. To the extent that such liability results from the Agent's sole negligence or willful misconduct, in no event will the Licensee be liable for or Agent shall indemnify and save hold harmless any the Association to the extent not covered by the insurance of the Owner Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of Association and/or the possibility of such damagesAgent. (bc) The Owner will be liable for and will indemnify and save harmless Licensee, provisions set forth in this Paragraph 5.02 shall survive the expiration or earlier termination of this Agreement. (d) The Association shall procure contractual liability insurance covering its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or obligations arising out of this Paragraph if available; however, this indemnification shall not be limited to damages, compensation or benefits payable under insurance policies. It is agreed with respect to any breach by legal limitations now or hereafter in effect and affecting the Owner of its obligations under this Agreement validity or any negligent act or omission relating to the Owner’s ownership or management enforceability of the Building or the Lands indemnification obligations under this Agreement, provided that such legal limitations are made a part of the Owner will not be required indemnification obligations and shall operate to indemnify any Licensee Indemnitees amend the indemnification obligations to the minimum extent any such Losses are caused by any negligent or wilful act or omission of any of necessary to bring the Licensee Indemnitees. Notwithstanding provisions into conformity with the foregoing, in no event will the Owner be liable for or indemnify and save harmless any of the Licensee Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility requirements of such damageslimitations and, as so modified, the indemnification obligations shall continue in full force and effect.

Indemnification Liability. (a) The Licensee will be liable for and Company will indemnify and save hold harmless the OwnerBRS and its officers, its directors, officersprincipals, employees partners, members, employees, agents, representatives and contractors, and those for whom it is responsible in law affiliates (collectively, the each being an “Owner IndemniteesIndemnified Party”) from and against any and all losses, suitsclaims, actions, causes of actiondamages and liabilities, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property joint or bodily injury, including deathseveral, to which such Indemnified Party may become subject under any person caused applicable federal or state law, made by any third party or otherwise, relating to or arising out of any breach the Services or other matters referred to in or contemplated by the Licensee of its obligations under this Agreement or any negligent act or omission relating to the Licensee’s use engagement of such Indemnified Party pursuant to, and occupation the performance by such Indemnified Party, of the Equipment Room, the Building Services or the Lands under other matters referred to or contemplated by this Agreement, provided that and the Licensee Company will reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company will not be required to indemnify liable under the Owner Indemnitees foregoing indemnification provision to the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the willful misconduct of such Indemnified Party. The reimbursement and indemnity obligations of the Company under this Section 5 shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliate of BRS and the stockholders, officers, directors, principals, partners, members, employees, agents, representatives, affiliates and controlling persons (if any), as the case may be, of BRS and any such Losses are caused by any negligent or wilful act or omission affiliate and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Owner IndemniteesCompany, BRS, any such affiliate and any such person. Notwithstanding The provisions of this Section 5 shall survive the foregoing, in no event will the Licensee be liable for or indemnify and save harmless any termination of the Owner Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damagesthis Agreement. (b) The Owner will Neither BRS nor any of its affiliates, partners, employees or agents shall be liable to the Company or its subsidiaries or affiliates for and will indemnify and save harmless Licenseeany loss, its directorsliability, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or expense arising out of any breach or in connection with the performance of the Services contemplated by the Owner of its obligations under this Agreement unless BRS or any negligent act such person engaged in willful misconduct or omission relating to gross negligence. BRS shall not engage in the Owner’s ownership or active management of the Building or the Lands under this Agreement, provided that the Owner will not be required to indemnify any Licensee Indemnitees Company and shall render only advisory services to the extent any such Losses are caused by any negligent or wilful act or omission of any Company; and the management of the Licensee Indemnitees. Notwithstanding Company or its business, operations, affairs and assets shall be conducted solely and exclusively by the foregoing, in no event will Board of Directors and the Owner be liable for or indemnify and save harmless any officers of the Licensee Indemnitees from Company, and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised BRS shall have no liability for the management of the possibility of such damagesCompany or its business, operations, affairs and assets.

Indemnification Liability. (a) The Licensee Unless otherwise agreed by all of the Local Units, the OCRC will represent the Local Units in the event any legal action is initiated against themarising out of the Project. All costs incurred by the OCRC in such action, including but not limited to legal fees and other items under this section, will be liable for considered Project costs and will be paid for by each of the Local Units in accordance with the allocation of percentages referenced in Section 3 and stated in Exhibit E of this Agreement. The parties expressly agree that the County and the OCRC shall not be liable and the Local Units shall pay, indemnify, and hold the County and the OCRC harmless from and against all liability of any nature whatsoever for any and all claims, actions, demands, expenses, damages and losses of every kind, including but not limited to liability for injuries to or death of persons and damages to or loss of property, asserted by or on behalf of any person, entity, or governmental authority, arising out of, resulting from, or in any way related to the Project, and pay, indemnify and save the County and the OCRC harmless the Owner, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Owner Indemnitees”) from and against all costs, attorney fees, and disbursements of any and all losses, suitskind or nature incidental to or incurred by the County or the OCRC in relation to said claims, actions, causes demands, expenses, damages and losses or any of action, proceedings, damages, costs, claims them. Indemnification of the County and expenses the OCRC shall be made within thirty (collectively, the “Losses”30) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach days after a demand for payment by the Licensee of its obligations under this Agreement or any negligent act or omission relating OCRC to the Licensee’s use Local Units, and occupation the Local Units shall be obligated to pay to the OCRC in accordance with the allocation of the Equipment Room, the Building or the Lands under percentages referenced in paragraph 3 and stated in Exhibit E of this Agreement, provided that the Licensee will not be required to indemnify the Owner Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Owner Indemnitees. Notwithstanding the foregoing, the Local Units will not be obligated to indemnify or hold the OCRC harmless against any liability which the OCRC would otherwise have arising from intentional or grossly negligent actions or omissions on the part of the OCRC or its agents with respect to the Project. Without limiting the breadth of the foregoing, but merely by way of example, in no event will shall the Licensee County or the OCRC be liable to one or more Local Units for any loss, damage, or indemnify and save harmless expense incurred by any Local Unit because of the Owner Indemnitees from and against any indirect, special, incidental design or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised construction of the possibility Project that is the subject of such damages. (b) The Owner will be liable for and will indemnify and save harmless Licensee, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, this Agreement; the “Licensee Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Owner of its obligations OCRC’s obligation under this Agreement is to coordinate and implement the Project as described in Section 4 of this Agreement, and the OCRC does not guarantee or any negligent act warrant the design or omission relating construction. The Local Units have agreed to the Owner’s ownership or management combine several construction projects into one Project for purposes of efficiency, including cost savings. One of the Building construction projects is the M-121 trunk sewer component of the Project as described in this Agreement; another of the construction projects is the Rush Creek trunk sewer component of the Project as also described in this Agreement. The several construction projects, including discrete sections of the construction projects (each a “Component Project”) together comprise the single Project that is the subject of this Agreement as defined in Recital E. In the event there is a liability triggering the OCRC’s or the Lands County’s right to indemnification under this Agreement, provided and if in the sole discretion of the OCRC, which discretion it will exercise reasonably, the OCRC determines that the Owner will liability arises from or relates to only one Component Project and not another, the OCRC shall allocate the indemnification allocation in accordance with the cost allocations for the Component Projects set forth in Exhibit E. Otherwise, the indemnification allocation shall be required the general Indemnification Allocation listed in the “Cost Estimate Summary and Indemnification Allocation” table in Exhibit E. For purposes of illustration only, if the OCRC determines that a liability arises from or relates to indemnify any Licensee Indemnitees to only the extent any such Losses are caused by any negligent or wilful act or omission of any M-121 trunk sewer component of the Licensee Indemnitees. Notwithstanding Project and not the foregoing, in no event will the Owner be liable for or indemnify and save harmless any Rush Creek trunk sewer component of the Licensee Indemnitees from Project, the OCRC shall allocate the indemnification allocations 15.88% to Jamestown and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of 84.13% to Georgetown in accordance with the possibility of such damages.cost allocations for the M-121 trunk sewer Component Project stated in Exhibit E.

Indemnification Liability. (aA. To the extent permitted by applicable law, including Section 17(h) The Licensee and Section 17(i) of the 1940 Act, and subject to the limitations below, the Distributor will not be liable for and will indemnify the Fund agrees to indemnify, defend and save harmless hold the OwnerDistributor, its affiliates and each of their respective members, managers, directors, officers, employees employees, representatives and contractors, and those for whom it is responsible in law any person or entity who controls the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “Owner Distributor Indemnitees”) ), free and harmless from and against any and all losses, suitsclaims, actionsdemands, causes of actionliabilities, proceedings, damages, costs, claims damages and expenses (including the commercially reasonable costs of investigating or defending any alleged losses, claims, demands, liabilities, damages or expenses and any reasonable counsel fees incurred in connection therewith) (collectively, “Losses”) that any Distributor Indemnitee may incur under the 1933 Act, the 1934 Act, the 1940 Act, any other statute (including blue sky laws), or any rule or regulation thereunder, or under common law or otherwise, arising out of or relating to (i) the Distributor serving as principal underwriter of the Fund pursuant to this Agreement; (ii) the Fund’s material breach of any of its obligations, representations, warranties or covenants contained in this Agreement; (iii) the Fund’s failure to comply with any applicable securities laws or regulations; or (iv) any claim that the Registration Statement, Prospectus, shareholder reports, sales literature and advertising materials or other information filed or made public by the Fund (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading under the 1933 Act, or any other statute or the common law any violation of any rule of FINRA or of the SEC or any other jurisdiction wherein Shares of the Fund are sold, provided, however, that the Fund’s obligation to indemnify any of the Distributor Indemnitees shall not be deemed to cover any Losses that, as determined by a court of competent jurisdiction in a final decision on the merits, the Registration Statement, Prospectus, sales literature and advertising materials or other information filed or made public by the Fund (as from time to time may be amended or supplemented) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements not misleading, insofar as such statement or omission was made in reliance upon, and in conformity with, information furnished to the Fund by the Distributor in writing for use in such Registration Statement, Prospectus, sales literature and advertising materials or other information filed or made public by the Fund. In no event shall anything contained herein be so construed as to protect the Distributor against any liability to the Fund or its shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith, reckless disregard or gross negligence in the performance of its duties under this Agreement. B. The Distributor agrees to notify Fund of any such action or claim of loss brought against any Distributor Indemnitee within a reasonable time following notice of the nature of the claim has been served upon such Distributor Indemnitee. Failure to notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may have to any Distributor Indemnitee except to the extent that the ability of the Fund to defend such action has been materially adversely affected by the failure of such Distributor Indemnitee to provide notice. C. The Fund shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen upon the agreement of the Parties, which approval shall not be unreasonably withheld. In the event the Fund elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitee(s) in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Fund does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Fund or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Fund and the Distributor Indemnitee(s), the Fund will reimburse the Distributor Indemnitee(s) in such suit, for the reasonable fees and expenses of any counsel retained by Distributor and them. A Distributor Indemnitee shall not settle or confess any claim without the prior written consent of the Fund, such consent to not be unreasonably withheld or delayed. The Fund’s indemnification agreement contained in Section 7 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitee(s) and shall survive the delivery of any Shares and termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of each Distributor Indemnitee. D. The Fund shall not be liable for and Distributor shall indemnify, defend and hold the Fund, its affiliates, and each of their respective directors, officers, employees, representatives, and any person who controls or previously controlled the Fund within the meaning of Section 15 of the 1933 Act (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Licensee of its obligations under this Agreement or any negligent act or omission relating to the Licensee’s use and occupation of the Equipment Room, the Building or the Lands under this Agreement, provided that the Licensee will not be required to indemnify the Owner Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Owner Indemnitees. Notwithstanding the foregoing, in no event will the Licensee be liable for or indemnify and save harmless any of the Owner Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages. (b) The Owner will be liable for and will indemnify and save harmless Licensee, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Fund Indemnitees”) ), free and harmless from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectivelyLosses that any Fund Indemnitee may incur under the 1933 Act, the “Losses”) arising from physical damage to 1934 Act, the 1940 Act, any tangible property other statute (including blue sky laws), or bodily injuryany rule or regulation thereunder, including deathor under common law or otherwise, to any person caused by or directly arising out of any or based upon , as determined by a court of competent jurisdiction in a final decision on the merits, (i) the Distributor’s material breach by the Owner of its obligations under this Agreement or any negligent act or omission relating to the Owner’s ownership or management of the Building or the Lands under this Agreement, provided that the Owner will not be required to indemnify any Licensee Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of its obligations, representations, warranties or covenants contained in this Agreement due to the Licensee Indemnitees. Notwithstanding Distributor’s willful misfeasance, bad faith, reckless disregard, or gross negligence; (ii) any claim that the foregoingRegistration Statement, in no event will the Owner be liable for Prospectus, sales literature and advertising materials or indemnify and save harmless any of the Licensee Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages.other information filed or

Indemnification Liability. (a) The Licensee will be liable for and will indemnify and save harmless In the Ownerevent that the Service Provider or any of its affiliates, its principals, partners, directors, officersstockholders, employees and contractorsmembers, and those for whom it is responsible in law employees, agents, representatives (collectively, the “Owner IndemniteesIndemnified Parties”) becomes involved in any capacity in any action, proceeding or investigation in connection with the performance by the Service Provider of Services hereunder or as a result of being party to this Agreement, the Company will indemnify and hold harmless the Indemnified Parties from and against any actual or threatened claims, lawsuits, actions or liabilities (including out-of-pocket expenses and all losses, suits, actions, causes of action, proceedings, damages, costs, claims the reasonable fees and expenses (collectively, of counsel and other litigation costs and the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out cost of any breach by preparation or investigation reasonably incurred) of any kind or nature, arising as a result of or in connection with either the Licensee of its obligations Service Provider’s engagement under this Agreement or any negligent act or omission relating matter referred to in this Agreement, including, without limitation, the Services, and will periodically upon request reimburse the Indemnified Party for its expenses as described above, except that the Company will not be obligated to so indemnify any Indemnified Party if, and to the Licensee’s use and occupation extent that, such claims, lawsuits, actions or liabilities against such Indemnified Party solely result from the gross negligence or willful misconduct of the Equipment Roomsuch Indemnified Party as admitted in any settlement by such Indemnified Party or held in any final, non-appealable judicial or administrative decision. In connection with such indemnification, the Building Company will promptly remit or pay to the Lands under this AgreementService Provider or other Indemnified Party any amounts which the Service Provider certifies to the Company in writing are payable to the Service Provider or other Indemnified Parties hereunder, provided that the Licensee will Indemnified Party undertakes in writing to repay such amounts if it is ultimately determined that such Indemnified Party is not entitled to indemnification hereunder. The reimbursement and indemnity obligations of the Company under this Section 6 shall be required in addition to indemnify any liability which the Owner Indemnitees Company may otherwise have, shall extend upon the same terms and conditions to any Indemnified Party, as the case may be, of the Service Provider and any such affiliate and shall be binding upon and inure to the extent benefit of any successors, assigns, heirs and personal representatives of the Company, the Service Provider, and any such Losses are caused by any negligent or wilful act or omission Indemnified Party. The foregoing provisions shall survive the termination of any of the Owner Indemnitees. Notwithstanding the foregoing, in no event will the Licensee be liable for or indemnify and save harmless any of the Owner Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damagesthis Agreement. (b) The Owner will be liable for and will indemnify and save harmless LicenseeService Provider shall have no liability to the Company, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to subsidiaries nor any person caused by asserting claims on behalf of or arising out in right of any breach by the Owner Company or a subsidiary of its obligations the Company in connection with or as a result of either the Service Provider’s engagement under this Agreement or any negligent act or omission relating matter referred to in this Agreement, including, without limitation, the Services, except to the Ownerextent that it shall be admitted in any settlement by the Service Provider or determined by or held in any final, non-appealable judicial or administrative decision that any losses, claims, damages, liabilities or expenses incurred by the Company resulted solely from the gross negligence or willful misconduct of the Service Provider. (c) None of the affiliates, principals, partners, directors, stockholders, members, employees, agents or representatives shall have any liability to the Company, its subsidiaries or any person asserting claims on behalf of or in right of the Company or a subsidiary of the Company in connection with or as a result of either the Service Provider’s ownership engagement under this Agreement or any matter referred to in this Agreement, including, without limitation, the Services. (d) The Service Provider shall not engage in the active management of the Building Company or the Lands under this Agreement, provided that the Owner will not be required to indemnify any Licensee Indemnitees its subsidiaries or affiliates and shall render only advisory services to the extent any such Losses are caused by any negligent or wilful act or omission of any Company; and the management of the Licensee Indemnitees. Notwithstanding Company or its business, operations, affairs and assets shall be conducted solely and exclusively by the foregoing, in no event will Board of Directors and the Owner be liable for or indemnify and save harmless any officers of the Licensee Indemnitees from Company, and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised the Service Provider shall have no liability for the management of the possibility of such damagesCompany or its business, operations, affairs and assets.

Indemnification Liability. (a) The Licensee will be liable for Each Acquiring Fund agrees to hold harmless and will indemnify and save harmless the Ownereach Acquired Fund, including any of its directorsprincipals, directors or trustees, officers, employees and contractorsagents, against and those for whom it is responsible in law (collectively, the “Owner Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, expenses or liabilities incurred by or claims and expenses or actions (collectively, the “LossesClaims”) arising from physical damage to any tangible property or bodily injuryasserted against the Acquired Fund, including deathany of their principals, directors or trustees, officers, employees and agents, to any person caused the extent such Claims result from (i) a violation or alleged violation by or arising out such Acquiring Fund of any breach by the Licensee provision of its obligations under this Agreement or any negligent act or omission relating to the Licensee’s use and occupation of the Equipment Room, the Building or the Lands under this Agreement, or (ii) a violation or alleged violation by the Acquiring Fund of the terms and conditions of the Rule with respect to the Acquiring Fund’s investment in the Acquired Fund, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that the Licensee will not be required to indemnify the Owner Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Owner Indemnitees. Notwithstanding the foregoing, in no event will the Licensee Acquiring Fund shall be liable for indemnifying any Acquired Fund for any Claims resulting from violations that occur as a result of incomplete or indemnify inaccurate information provided by the Acquired Fund to such Acquiring Fund pursuant to terms and save harmless any conditions of the Owner Indemnitees from and against any indirect, special, incidental Rule or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damagesthis Agreement. (b) The Owner will be liable for Each Acquired Fund agrees to hold harmless and will indemnify and save harmless Licenseean Acquiring Fund, including any of its directorsdirectors or trustees, officers, employees and contractorsagents, against and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, or liabilities incurred by or Claims asserted against the “Losses”) arising from physical damage to any tangible property or bodily injuryAcquiring Fund, including deathany of its principals, directors or trustees, officers, employees or agents, to any person caused the extent such Claims result from (i) a violation or alleged violation by or arising out such Acquired Fund of any breach by the Owner provision of its obligations under this Agreement or any negligent act or omission relating to the Owner’s ownership or management of the Building or the Lands under this Agreement, or (ii) a violation or alleged violation by the Acquired Fund of the terms and conditions of the Rule with respect to the Acquiring Fund’s investment in the Acquired Fund, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that the Owner will not be required to indemnify any Licensee Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Licensee Indemnitees. Notwithstanding the foregoing, in no event will the Owner Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting from violations that occur as a result of incomplete or indemnify inaccurate information provided by the Acquiring Fund to such Acquired Fund pursuant to terms and save harmless any conditions of the Licensee Indemnitees from Rule or this Agreement. (c) In any action involving the parties to this Agreement, the parties agree to look solely to the relevant Acquiring Fund(s) of the Acquiring Company or the relevant Acquired Fund(s) of the Acquired Company, as the case may be, that are involved in the matter in controversy and against not to any indirectother Acquiring Funds and/or Acquired Funds, special, incidental or consequential damages, including loss as the case may be. Any liability of revenue, loss or profits, loss of business opportunity or loss of use more than one of any facilities Acquiring Company, Acquiring Fund, Acquired Company and/or Acquired Fund shall be several and not joint as between or propertyamong the relevant Acquiring Companies, even if advised of the possibility of such damagesAcquiring Funds, Acquired Companies and/or Acquired Funds.