Common use of Indemnification Limitation of Liability Clause in Contracts

Indemnification Limitation of Liability. (a) Each party agrees to indemnify and hold harmless the other and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees In addition to any and all rights of indemnification or any other rights of the Note Insurer pursuant hereto or under law or equity, the Servicer, the Issuer and COAF and any successor thereto agree to pay, and to protect, indemnify and hold harmless save harmless, the other Note Insurer and its officers, directors, officersshareholders, employees employees, agents and affiliates each person, if any, who controls the Note Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Note Insurer Indemnified Parties”) from and against any and all claims, losses, damages and liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Note Insurer Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature (but excluding lost profits and other consequential damages) arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) to the extent not covered by the Indemnification Agreement any act or omission of any COAF Company in connection with the offering, issuance, sale or delivery of the Notes other than by reason of false or misleading Note Insurer Information or Underwriter Information; (ii) any untrue statement or alleged untrue statement of a material fact contained in any of the Capital One Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any COAF Company; (iv) the violation by any COAF Company of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Notes or the transactions contemplated by the Transaction Documents; (v) the violation by any COAF Company of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Receivables, including, without limitation, any consumer protection, lending and disclosure laws or any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Receivables; (vi) the breach by the Servicer, the Issuer or COAF of any of its obligations under this Insurance Agreement or any of the other Transaction Documents (other than breaches under Section 3.2 of the Purchase Agreement or Section 2.2, 3.2, 3.3, 3.4 or 3.5 of the Sale and Security Agreement); and (vii) the breach by the Servicer, the Issuer or COAF of any representation or warranty on the part of the Servicer, the Issuer or COAF contained in this Insurance Agreement or any of the other Transaction Documents or in any certificate or report furnished or delivered to the Note Insurer thereunder other than any breach for which the remedy under the Transaction Documents is the repurchase of a Receivable, provided that such Receivable has been repurchased in accordance with the Transaction Documents. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (b) In addition to any and all rights of indemnification or any other rights of the Servicer, the Issuer and COAF pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Servicer, the Issuer and COAF and their respective officers, directors, shareholders, employees, agents and each person, if any, who controls the Servicer, the Issuer or COAF within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Capital One Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Capital One Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Note Insurer Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) a breach of any of the representations, warranties or agreements of Note Insurer contained in Section 2.06 hereof; or (iii) any failure of the Note Insurer to make a payment required to be made under the Policies. (c) Any party which proposes to assert the right to be indemnified under this Section 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the indemnifying party under this Section 3.04(c), notify the indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses reasonably other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with defending or investigating the defense thereof. The indemnified party shall have the right to employ its counsel in any such action or claim) arising out the defense of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken which is assumed by the indemnifying party in compliance accordance with this Sales Plan or arising out of or attributable to any breach by Seller the terms of this Sales Plan subsection (including Seller’s representations c), but the fees and warranties hereunder) or any violation expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by Seller of applicable laws or regulationssuch indemnified party has been authorized by the indemnifying party. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ The indemnifying party shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages for any settlement of any kind, even if advised of the possibility of such losses action or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond claim effected without its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”consent. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party 6.1 Seller agrees to defend Buyer from and against any third- party claims brought against Buyer that any Seller-manufactured hardware Product sold or Seller software Product licensed pursuant to the Agreement infringes upon or misappropriates any U.S. patent, copyright, trademark or trade secret of a third party (a "Claim"), and will indemnify and hold Buyer harmless the other and its directors, officers, employees and affiliates from and against all claimsany damages, lossescosts and reasonable attorney's fees agreed in a settlement of such claim or awarded in a final judgment on such claim. As a condition of this indemnification obligation, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by must promptly notify Seller of a Claim, must tender to Seller (and/or its insurer) full authority to defend or settle the Claim, and must reasonably cooperate with the defense. If any Seller Product's use by Buyer is enjoined as a result of any Claim, or in Seller's opinion, the Product is likely to become subject to a Claim, Seller may, at its expense and sole option, modify the Product so that it becomes non-infringing, substitute for the infringing Product another product having a functionality substantially equivalent to the Product, procure for Buyer the right to continue to use the Product, or accept return of the Product and refund the purchase price (less reasonable depreciation calculated on a five year, straight line basis). Seller 's obligations under this Sales Plan paragraph will not apply to Claims to the extent arising from (including a) modification of the Seller Product other than modifications performed by or at the request of Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. , (b) Notwithstanding combination of the Seller Product with any other provision hereofproduct, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not technology or materials, (c) compliance with Buyer's designs, specifications, or instructions, or (d) methods of use of a Seller Product. 6.2 With respect to liability to third parties for bodily injury or death arising from the use or operation of any Seller Product, each party will be liable responsible for the portion of such liability that reflects its relative fault. Each party agrees to Seller for: (i) special, indirect, punitive, exemplary defend the other party from and against any third-party claims for bodily injury or consequential death to the extent arising from its negligent acts or omissions and will indemnify and hold the other party harmless from and against any damages, costs and reasonable attorney's fees agreed in a settlement of such claim or incidental losses or damages awarded in a final judgment on such claim. As a condition of any kindthis indemnification obligation, even if advised the indemnified party must promptly notify the indemnifying party of the possibility of such losses claim, must tender to the indemnifying party (and/or its insurer) full authority to defend or damages or if such losses or damages could have been settle the claim, and must reasonably foreseencooperate with the defense, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within at the meaning of Section 3(21) expense of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsindemnifying party.

Indemnification Limitation of Liability. (a) Each party agrees to The Servicer shall indemnify and hold harmless the other Company, the Agents, the Collateral Administrator, the Securities Intermediary and its the Lenders and their respective affiliates, directors, officers, stockholders, partners, agents, employees and affiliates controlling persons (each, an "Indemnified Person") from and against any and all losses, claims, lossesdemands, damages or liabilities of any kind, including legal fees and liabilities disbursements (includingcollectively, without limitation"Liabilities"), any legal or other and shall reimburse each such Indemnified Person on a current basis for all reasonable and documented expenses reasonably (including reasonable and documented fees and disbursements of counsel), incurred by such Indemnified Person in connection with investigating, preparing, responding to or defending any investigative, administrative, judicial or investigating any such action regulatory action, suit, claim or claim) arising out of or attributable proceeding, relating to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to (a) any breach by Seller the Servicer of this Sales Plan (including Seller’s representations any of its obligations hereunder and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding the failure of any other provision hereofof the representations or warranties of the Servicer set forth herein to be true when made or when deemed made or repeated, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ except to the extent that such Liabilities or expenses are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person. Except as set forth in the immediately preceding sentence to the extent such Indemnified Person incurs such Liabilities from a third party, in no event shall not the Servicer be liable to Seller for: (i) for special, indirect, punitive, exemplary indirect or consequential damages, loss or incidental losses or damages damage of any kindkind whatsoever (including lost profits), even if the Servicer has been advised of such loss or damage and regardless of the possibility form of such losses action. For the avoidance of doubt, without limiting clauses (a) or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21b) of this Section 5.03, in no event shall the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 Servicer be liable for any Liabilities arising solely from the performance of the Regulations promulgated by Portfolio Investments (including Liabilities that represent losses from Portfolio Investments due to the United States Department of Labor) with respect related obligor's financial inability to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetspay).

Indemnification Limitation of Liability. (a) Each party AANI agrees to indemnify indemnify, defend, and hold harmless the other and its directors, officers, employees and affiliates Participant from and against any and all third-party claims, lossescosts and expenses (including attorneys’ fees and expenses), damages demands, actions and liabilities (includingof every kind and character whatsoever arising or resulting in any way from AANI’s breach of its obligations under this Participant Agreement, without limitation, any legal absent the negligence or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out misconduct of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out Participant. All of or attributable the foregoing rights of indemnification shall apply to any breach expenses incurred by Seller Participant in defending itself against claims of this Sales Plan negligence or misconduct unless a court of competent jurisdiction concludes in a final judgment that Participant has committed negligence or misconduct. b) Participant agrees to indemnify, defend, and hold harmless AANI, AAN, and AANI’s Vendor, from and against any and all third-party claims (including Sellerclaims made by Participant’s Vendor or Participant’s physicians), costs and expenses (including attorneys’ fees and expenses), demands, actions and liabilities of every kind and character whatsoever arising or resulting in any way from Participant’s breach of its obligations, representations and warranties hereunder) or any violation by Seller warranties, under this Participation Agreement, absent the negligence or misconduct of applicable laws or regulationsAANI. This All of the foregoing rights of indemnification shall survive termination apply to any expenses incurred by AANI, AAN or AANI’s Vendor in defending themselves, respectively, against claims of this Sales Plannegligence or misconduct unless a court of competent jurisdiction concludes in a final judgment that AANI, AAN, or AANI’s Vendor has committed negligence or misconduct. (bc) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not Under no circumstances will either Party be liable to Seller for: (i) special, indirect, punitive, exemplary the other for any indirect or consequential damages, or incidental losses or damages of any kind, even if including lost profits (whether or not the Parties have been advised of the possibility of such losses loss or damages or if such losses or damages could have been reasonably foreseen, or (iidamage) arising in any failure to perform or to cease performance or any delay way in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”connection with this Participation Agreement. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees to 16.1 ASPEN shall indemnify and hold harmless the other BASF, and its directors, officers, employees employees, agents and affiliates from and their successors, against all claimsany infringement claims brought by a third party based on such third party’s intellectual property only to the extent such claims relate to ASPEN’s manufacture of the Products, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out up to the amount of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulationsthe Price paid for the Product. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASPEN shall not be liable for any claims related to Seller for: (i) specialthe use of the Products in any application. ASPEN shall have no liability for any claim of infringement resulting from compliance by ASPEN with BASF’s designs, indirect, punitive, exemplary specifications or consequential damagesinstructions, or incidental losses or damages in the event of any kind, even if advised modification of the possibility Products by BASF. In no event shall ASPEN have any liability for any infringement in excess of such losses the purchase Price of the infringing Products. 16.2 BASF shall indemnify and hold harmless ASPEN, and its directors, officers, employees, agents and their successors against third party claims resulting from BASF’s use of Products, whether alone or damages or if such losses or damages could have been reasonably foreseenin combination with other products, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable controlincluding, including but not limited to failure to, infringement of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”intellectual property rights. 216.3 ASPEN’s maximum liability for any losses and damages arising out of any cause whatsoever in connection with this Agreement shall in any event not exceed the sum of BASF’s payments for the products that are the subject of dispute. Seller acknowledges and agrees that ASPEN shall provide to BASF a certificate evidencing its insurance coverage on BASF’s reasonable request. The aforesaid limitation of liability does not apply in performing Sellercases of ASPEN’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officerswillful misconduct or gross negligence. 16.4 OTHER THAN WITH RESPECT TO REPAYMENT OF THE PREPAYMENT BALANCE AS PROVIDED HEREUNDER, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assetsAND FOR INDEMNIFICATION CLAIMS UNDER THIS SECTION 16, or exercising any authority or control respecting management or disposition of Seller’s assetsNO PARTY SHALL BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974INCLUDING BUT NOT LIMITED TO LOST PROFITS, as amendedOR OTHER INDIRECT LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT AND/OR THE PERMITTED USE OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY INFORMATION CREATED OR RECEIVED HEREUNDER, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoingOR ARISING OUT OF NEGLIGENCE OR WILLFUL CONDUCT CAUSING PERSONAL INJURY OR TANGIBLE PROPERTY DAMAGE OF A THIRD PARTY OR ANY RESULTING OBLIGATION, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officersWHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, employees or other representatives has provided any “investment advice” within the meaning of such provisionsTORT, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsOR ANY OTHER CAUSE OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE.

Indemnification Limitation of Liability. (a) Each party agrees to 18.1 COMPANY shall defend, indemnify and hold harmless the other FRESENIUS and its directorsAffiliates, officers, employees and affiliates from its and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising statutory representatives, directors, and employees, and agents (the “FRESENIUS Indemnitees”) from and against any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated and all Losses incurred by the United States Department FRESENIUS Indemnitees for or in connection with any claims brought by third parties against the FRESENIUS Indemnitees to the extent arising or related to (i) infringement of Laborany third party rights by FRESENIUS from its use of COMPANY Background Intellectual Property [***], in accordance with the terms of this Agreement as determined by a court of competent jurisdiction, (ii) failure of COMPANY to conform with respect to Seller the stipulations under this Agreement or Seller’s assets. Without limiting the foregoingapplicable Quality Agreement, Seller further acknowledges (iii) [***], (iv) breach of this Agreement by COMPANY; or (v) negligence or wilful misconduct of COMPANY Indemnitees. 18.2 FRESENIUS shall defend, indemnify and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of hold harmless COMPANY and its affiliates nor any of Affiliates, and its and their respective officers, directors, and employees and agents (the “COMPANY Indemnitees”) from and against any and all Losses incurred by the COMPANY Indemnitees for or in connection with any claims brought by third parties against the COMPANY Indemnitees to the extent arising or related to (i) infringement of any third party rights by COMPANY from its use of FRESENIUS Background Intellectual Property in accordance with the terms of this Agreement, (ii) failure of FRESENIUS to conform with the stipulations under this Agreement or the applicable Quality Agreement due to its negligence, (iii) breach of this Agreement by FRESENIUS; or (iv) negligence or wilful misconduct of FRESENIUS Indemnitees. 18.3 Each Party must notify the other representatives has provided Party within [***] of receipt of any “investment advice” within claims made by a third party for which the meaning other Party might be liable under this Section 18. Subject to Section 18.4, the indemnifying Party will have the sole right to defend, negotiate, and settle such third-party claims. The indemnified Party will be entitled to participate in the defense of such provisionsmatter and to employ counsel at its expense to assist in such defense; provided, however, that the indemnifying Party will have final decision-making authority regarding all aspects of the defense of any claim. The Party seeking indemnification will provide the indemnifying Party with such information and that no views expressed by any such person will serve assistance as a primary basis for investment decisions with respect to Seller’s assetsthe indemnifying Party may reasonably request, at the expense of the indemnifying Party.

Indemnification Limitation of Liability. (a) Each party a. Licensee agrees to indemnify and indemnify, hold harmless and defend the other Publisher, its affiliates and its directorstheir respective owners, officers, directors, principals, employees and affiliates agents from and against any and all claimsliabilities, losses, damages costs, claims, damages, expenses, judgements, etc., and liabilities reasonable attorney's fees and other legal expenses with respect thereto (includingcollectively, without limitation"Losses and Claims"), any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of of, resulting from or attributable relating to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) specialLicensee's use of the Licensed Products and promotion, indirect, punitive, exemplary or consequential damagesmarketing, or incidental losses or damages of any kind, even if advised sales of the possibility of such losses Translated Products or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure memberships to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable controlthe Licensee Organization, including but not limited to failure any taxes incurred or fees associated with regulatory compliance, (ii) any breach by Licensee of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officersrepresentations, employees warranties or other representatives is exercising any discretionary authority obligations pursuant to this Agreement or discretionary control respecting management of Seller’s assets, (iii) the gross negligence or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) willful and wanton conduct of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) Licensee with respect to Seller this Agreement. b. Publisher agrees to indemnify, hold harmless and defend the Licensee, its affiliates and their respective owners, officers, directors, principals, employees and agents from and against any and all Losses and Claims arising out of, resulting from or Seller’s assets. Without limiting relating to (i) Publisher's use of the foregoingLicensed Products and promotion, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor marketing, or sales of the Translated Products, (ii) any breach by Publisher of any of its affiliates nor any representations, warranties or obligations pursuant to this Agreement or (iii) the gross negligence or willful and wanton conduct of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions Publisher with respect to Seller’s assetsthis Agreement. c. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT THAT INCLUDE ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ACTUALLY PAID TO A THIRD PARTY, IN NO EVENT SHALL EITHER PARTY BE HELD LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS OR LOSS OF GOODWILL RELATING TO THE SAME) ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification Limitation of Liability. (a) Each party a. Supplier agrees to indemnify and hold harmless PGT, along with its employees, dealers, distributors, affiliates, and other agents (collectively, the other and its directors“Indemnified Parties”), officers, employees and affiliates from and against all claimsany claim asserted by any third party for damage to that third party’s property, lossesor for bodily injury, damages or both, arising out of or in connection with Supplier's negligence or strict liability in connection with supplying Products under this Agreement. The obligations to defend and liabilities (includingindemnify for third party claims are in addition to the obligations Supplier already has to PGT under the terms of its warranty. The term “claim” includes, without limitationbut is not limited to, allegations, notices, lawsuits, judgments, and settlements. It also includes an obligation on the part of Supplier to indemnify any legal or Indemnified Party for costs, expenses, attorneys’ fees, and other expenses reasonably costs incurred in connection with defending or investigating the defense of any claim that is covered by this provision. PGT may, at its discretion be represented by its own counsel, at its own expense in connection with any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Planproceedings. (b) Notwithstanding any b. Supplier will defend, indemnify and hold the Indemnified Parties harmless against losses, liabilities, costs, actions, claims and other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable controlobligations and proceedings, including but not limited to failure of electronic all reasonable attorney’s fees, court costs and remedial costs incurred, that arise out of, or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”are in connection with Suppliers negligence in connection with supplying Products under this Agreement. 2. Seller acknowledges c. Anything contained in this Agreement to the contrary notwithstanding, unless the parties mutually agree to a liability limitation of a greater amount in particular circumstances, Suppliers liability for nonconforming goods shall be limited to no more than three (3) times the invoiced price of the non-conforming goods, and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor party shall be liable to the other for any of its affiliates nor any of their respective officersspecial, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assetsexemplary, punitive, or exercising consequential damages (including without limitation, business interruption, injury to reputation and lost profits), whether or not foreseeable, arising in any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) way out of the Employee Retirement Income Security Act of 1974purchase, as amended, sale or Section 2510.3-21 use of the Regulations promulgated Products, provided that the damages excluded by this sentence shall not be deemed to include the United States Department sharing of Labor) with respect to Seller the costs of repair or Seller’s assets. Without limiting the foregoing, Seller further acknowledges replacement of defective Product (including any assembly and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsinstallation expenses associated therewith).

Indemnification Limitation of Liability. 7.9.1. Supplier shall indemnify and hold harmless the Purchaser from and against all liability, loss, damage, costs, and expenses including reasonable attorney fees and costs resulting from any third-party causes of action, suits, claims, and/or judgments, resulting from any injury, damage to property or person arising out of or resulting from (ai) Each party defects in the manufacture of the Products or failure of the Products to materially comply with the specifications of the Products by the Supplier or (ii) a material breach by Supplier of the representations and warranties in this Agreement. The provisions of this Section shall survive any termination or expiration of this Agreement for a period of three (3) years. 7.9.2. The Purchaser also, hereby agrees to indemnify and hold Supplier harmless the other from any and its directors, officers, employees and affiliates from and against all claims, causes of action, suite, debts, losses, damages costs or expenses, judgements, liabilities and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable demand relating to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: from (i) specialPurchaser's negligent acts or omissions or willful misconduct in the use, indirectimport, punitivemarketing, exemplary or consequential damagespromotion, or incidental losses or damages of any kindadvertising, even if advised distribution and sale of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable controlProducts, including but not limited to failure Purchaser's promotional or advertising materials for the Products; (ii) any statements, claims, representations or warranties made by Purchaser relating to the Products, other than as authorized or made by Supplier in writing, including but not limited to those made in Supplier's technical and sales literature and materials; (ili) any breach by Purchaser of electronic its obligations under this Agreement; and (iv) any modification to the Products not made by Supplier, or mechanical equipment, strikes, failure (vi) any use of common carrier the Products not authorized or utility systems, severe weather, market disruptions certified by Supplier or other causes commonly known as “acts of God”by Supplier's technical and sales literature and materials. 27.9.3. Seller acknowledges Notwithstanding the above, subject to the applicable law and agrees that except as expressly stated in performing Seller’s obligations hereunder the Agreement, neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Party (nor any of its affiliates nor any of their respective shareholders, officers, employees or other representatives is exercising agents) shall be liable or responsible for any discretionary authority or discretionary control respecting management of Seller’s assetsexemplary, punitive, special, indirect, or exercising incidental damages of any authority or control respecting management or disposition of Seller’s assetskind whether based on contract, tort (including negligence), strict liability, or otherwise acting as any other theory or form of action even if a fiduciary (within the meaning of Section 3(21) Party has been advised of the Employee Retirement Income Security Act of 1974possibility thereof. Except as expressly set forth in Section 13.1, as amendedneither Party shall not be responsible for any damages, claims or Section 2510.3-21 losses which the other Party or any third parties may suffer, whether directly or indirectly, in connection with or arising out of the Regulations promulgated by other Party's actions or inactions regarding the United States Department of LaborProduct. PURCHASER AGREES THAT SUPPLIER'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY PURCHASER TO SUPPLIER WITHIN THE PRIOR TWELVE (12) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsMONTHS.

Indemnification Limitation of Liability. (a) Each party 4.1. Purchaser agrees to indemnify and hold harmless the other Broker and its directors, officers, employees employees, agents and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim): (i) arising out of or attributable to ▇▇▇▇▇▇ actions taken or not taken by any of them under this Purchase Plan, except in the case of any claims, losses, damages or liabilities resulting from ▇▇▇▇▇▇▇’▇ actions taken ’s gross negligence or not taken in compliance with this Sales Plan or willful misconduct; (ii) arising out of or attributable to any breach by Seller Purchaser of this Sales Purchase Plan (including SellerPurchaser’s representations and warranties hereunderwarranties); or (iii) or any violation by Seller Purchaser of applicable laws or regulations. This indemnification shall will survive termination of this Sales Purchase Plan. (b) 4.2. Notwithstanding any other provision hereofof this Purchase Plan, ▇▇▇▇▇▇ neither Broker nor any of its directors, officers, employees, agents or affiliates shall be liable to Purchaser or any other person or entity: (i) as a result of actions taken or not taken by any of them under this Purchase Plan, except in the case of a liability resulting from ▇▇▇▇▇▇▇ shall not be liable to Seller for: ’s gross negligence or willful misconduct; (iii) for special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, including without limitation lost profits or lost savings, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or ; or (iiiii) for any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its Broker’s reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God.”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party Notwithstanding anything in this Agreement to the contrary, and to the fullest extent permitted by law, 21Shares agrees to indemnify that ARK shall not be liable or responsible for, and 21Shares shall indemnify, defend, and hold harmless the other ARK and its affiliates and their respective officers, members, partners, employees, agents, directors, officerssuccessors and assigns (collectively, employees the “ARK Indemnitees”) free and affiliates harmless from and against against, any and all claims, demands, actions, suits, judgments, liabilities, losses, damages damages, costs, charges, reasonable counsel fees, and liabilities (including, without limitation, any legal or other expenses reasonably of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection with defending or investigating therewith) (collectively, “Losses”) that any such action or claim) ARK Indemnitee may incur arising out of, based upon or related to this Agreement, ARK’s or 21Shares’s provision of services to the Fund or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out 21Shares’s use of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Planthe ARK Licensed Marks. (b) Notwithstanding any other provision hereofanything in this Agreement to the contrary, and to the fullest extent permitted by law, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees that 21Shares shall not be liable to Seller or responsible for: (i) special, indirectand ARK shall indemnify, punitivedefend, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of hold 21Shares and its affiliates nor any of and their respective officers, employees members, partners, employees, agents, directors, successors and assigns (collectively, the “21Shares Indemnitees”) free and harmless from and against, any and all Losses that any 21Shares Indemnitee may incur arising out of, based upon or related to this Agreement, or ARK’s use of the 21Shares Licensed Marks. (c) Each Party’s obligations to provide indemnification under this Section 8 are conditioned upon receiving notice of any action brought against an ARK Indemnitee or 21Shares Indemnitee (as appropriate) from the person against whom such action is brought as promptly as reasonably possible after the summons or other representatives first legal process is exercising served. Such notice shall refer to the person or persons against whom the action is brought. The failure to provide such notice shall not relieve any discretionary authority Party of any liability that it may have to any ARK Indemnitee or discretionary control respecting management 21Shares Indemnitee (as appropriate) except to the extent that the ability of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated such Party to defend such action has been materially adversely affected by the United States Department of Laborfailure to provide notice. (d) Each Party agrees that neither Party or its affiliates and their respective successors and assigns shall have liability to any third party with respect to Seller any claims arising from, based upon or Sellerrelated to this Agreement, ARK’s assets. Without limiting or 21Shares’s provision of services to the foregoingFund or use of the Licensed Marks, Seller further acknowledges including any Third-Party Claim, or any rights granted to hereunder. (e) Each Party agrees to promptly notify the other Party of the commencement of any litigation or proceeding of which it becomes aware arising out of or in any way connected with the issuance or sale of securities in relation to the Fund and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor to indemnify the other Party for any of its affiliates nor any of their respective officers, employees related Losses pursuant to Section 8(a) or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets8(b).

Indemnification Limitation of Liability. (a) Each party Notwithstanding any other provision hereof, Federated will have no liability for, and the Company hereby agrees to indemnify indemnify, defend and hold Federated harmless the other and its directorsfrom any loss, officersclaim, employees and affiliates from and against all claimsdamage, lossesliability, damages and liabilities cost or expense (includingcollectively, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim"Damages") arising out of or attributable relating to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken the performance of its services hereunder, including without limitation liability with respect to (i) design, development, supply, production, .quality or not taken performance of Products purchased by the Company (and the Company will pay all costs and expenses relating to defective Products and the return thereof to ultimate resources); (ii) infringement of the Products on any trademark, copyright or other rights of third parties; (iii) any violation of the taws of any state, the United States or any other country, except those laws with which Federated is responsible for compliance on Company's behalf in compliance the course of providing services hereunder; (iv) injury to person or damage to property caused by or associated with this Sales Plan Products purchased by the Company; of (v) failure of any such Products to comply with specifications or arising out with any express or implied warranties, unless in the case of or attributable to any breach by Seller of this Sales Plan clause (including Seller’s representations and warranties hereunderi), (ii), (iii), (iv) or any violation (v) it is demonstrated by Seller the Company that such Damages were occasioned by Federated's gross negligence or willful misconduct; provided., however, that the Company will not be obligated to demonstrate negligence or willful misconduct on the pan of applicable laws or regulations. This indemnification shall survive termination Federated in order to establish a Material Breach by Federated for purposes of this Sales PlanSection 6(c). (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable the Company will have no liability for, and Federated hereby agrees to Seller for: indemnify, defend and hold Company harmless from Damages arising out of or relating to (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages any violation of the laws of any kindstate, even if advised of the possibility of such losses United States or damages or if such losses or damages could have been reasonably foreseen, or any other country with which Federated is responsible for complying on Company's behalf under this Agreement; (ii) any failure Federated's placement of orders, or taking of actions on Company's behalf which were not authorized by the Company, or (iii) Federated's gross negligence or willful misconduct. (c) Neither the Company nor Federated will be liable for delays in the performance of this Agreement due to perform or to cease performance or any delay in performance that results from a cause or circumstance that is force majeure and causes beyond its such party's reasonable controlcontrol (each, an "Act of God"), including but not limited to failure of electronic or mechanical equipmentwithout limitation fires, strikes, failure disputes, war, civil commotion, epidemics, floods, accidents, delays, shortages and laws, regulations, or requests of common carrier the government of any state, the united States or utility systemsany other government. However, severe weather, market disruptions either the Company or other causes commonly known as “acts Federated may terminate this Agreement upon prior written notice in the event that performance of this Agreement is rendered impossible for 90 consecutive calendar days due to any Act of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers(d) EXCEPT AS OTHERWISE PROVIDED HEREIN, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assetsFEDERATED EXPRESSLY DISCLAIMS ALL WARRANTIES, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsINCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Indemnification Limitation of Liability. (a) Each party agrees 12.1 FFFC’s Obligation to indemnify Indemnify. FFFC shall indemnify, defend and hold harmless the other Cempra, its Affiliates, and its and their respective directors, officers, employees and affiliates agents (the “Cempra Indemnitees”) harmless against any and all Losses incurred by any of them as a result of any Third Party claim, demand, suit, action or proceeding (“Claims”) resulting from, arising out of, or connected with: (a) liability or personal injury claims arising directly from and against all claimsthe manufacture of the API supplied hereunder or Drug Products incorporating the API supplied hereunder to the extent, lossesin either case, damages and liabilities caused only by or resulting only from the breach of any of FFFC’s obligations under this Agreement; (including, without limitation, b) a breach of any legal of FFFC’s warranties or other expenses reasonably incurred in connection with defending or investigating any such action or claimobligations under this Agreement; (c) the clean-up, remediation and restoration arising out of or attributable related to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken FFFC’s storage, handling, transportation, incineration or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages disposal of any kind, even if advised Waste that may be generated by Manufacturing; (d) the alleged or actual infringement or misappropriation of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or a Third Party’s intellectual property rights (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to Patents) in the Manufacture of API or performance of FFFC’s other obligations under this Agreement; or (e) any negligence, intentional misconduct, or failure to comply with Applicable Law on the part of electronic FFFC, its Affiliates, its or mechanical equipmenttheir contractors, strikesor any employees, failure agents, or representatives of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) foregoing with respect to Seller this Agreement or Sellerthe subject matter thereof. FFFC’s assets. Without limiting obligations set forth in this Section 12.1 shall not include Losses on any Claims to the foregoing, Seller further acknowledges extent that such Losses or Claims arise from the (x) alleged or actual infringement or misappropriation of a Third Party’s intellectual property rights (including but not limited to Patents) to the extent solely and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor directly (i) resulting from FFFC’s following any of its affiliates nor Cempra’s clear technical instructions for the Manufacture of API hereunder or (ii) based on FFFC’s practice, in the Manufacture of API for Cempra hereunder, of the technology Covered by and described in the claims of the Cempra Licensed Patents (and not any of their respective officers, employees technology not Covered or other representatives has provided any “investment advice” within the meaning of described in such provisions, and that no views expressed claims); (y) breach by any such person will serve as a primary basis for investment decisions Cempra Indemnitee of its obligations under this Agreement or (z) any negligence, intentional misconduct, or failure to comply with respect to Seller’s assetsApplicable Law on the part of any Cempra Indemnitee.

Indemnification Limitation of Liability. (a) Each party Client agrees to indemnify and indemnify, hold harmless the other and reimburse Broker, its affiliates and its directorsand their employees, officers, employees control persons, partners, members, managers, directors, successors, assigns, consultants, contractors, agents (the “Broker Parties”) and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken ’s clearing firm, if any, on a current basis, from and against any and all losses, claims, actions, demands, suits, proceedings (including any third-party claims, actions, demands, suits and proceedings), damages, costs and expenses, including, without limitation, costs of investigation, attorneys’ fees and expenses, costs of collection, and any other costs suffered or not taken in compliance with this Sales Plan or incurred by any such Pragma Party (collectively, “Damages”), arising out of or attributable to any relating to: (i) Client’s breach by Seller of this Sales Plan Agreement, its gross negligence, fraud or willful misconduct; (including Seller’s representations and warranties ii) any Transaction effected hereunder; (iii) or any violation by Seller Client of applicable laws or regulations, including violations by Client of Rule 10b5-1, Rule 14e-3 of the Exchange Act, or any other federal, state or foreign securities laws or regulations prohibiting trading while aware of material nonpublic information, or (iv) otherwise related to any action of inaction taken under or in reliance on this Agreement, except to the extent such Damages are directly caused by a Broker’s Party’s gross negligence or willful misconduct. This indemnification shall survive termination of this Sales PlanAgreement. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Broker Parties shall not be liable to Seller for: (i) for any special, indirect, punitive, exemplary exemplary, or consequential damages, or incidental losses or damages of or any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or. (iic) Without limiting Section 6(b), except where resulting from ▇▇▇▇▇▇’s gross negligence or willful misconduct, in no event will the liability of any Broker Party to Client exceed the fees paid by Client to Broker under this Agreement in the calendar month preceding the month in which the claim first arose. (d) Notwithstanding any other provision hereof, Broker shall not be liable for any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify a. Zoo does hereby indemnify, defend and hold harmless the other ATARI and its directorsATARI’s subsidiaries, parent companies, affiliates, officers, employees and affiliates approved and permitted licensees and assigns from any and against all claims, losses, damages loss and liabilities damage (including, without limitation, reasonable fees and disbursements of counsel incurred by such indemnified party in any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimproceeding between the parties or between any party and any third party or otherwise) arising out of or attributable in connection with any third party claim relating to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages any breach of any kind, even if advised of the possibility warranties, representations, duties, obligations of such losses or damages or if such losses or damages could have been reasonably foreseen, or agreements made by Zoo under this Agreement; (ii) any failure product recalls involving any of the Video Games, whether initiated by Zoo, the product developer or manufacturer, any governmental or regulatory agency (including, without limitation, the ESRB) or otherwise; and (iii) any violation of law by Zoo in connection with its publishing, development, licensing, manufacturing, marketing, sale and distribution of the Video Games. ATARI shall have the right to perform participate at its own expense and by its own counsel in the defense of any such claim, and in such event, the parties hereto shall cooperate with each other in the defense of any such action, suit or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”proceeding hereunder. 2. Seller acknowledges b. ATARI agrees to defend, indemnify and agrees hold harmless Zoo from and against any and all third party claims, suits, demands, liabilities, losses, damages, reasonable attorneys' fees and other costs and expenses that may result, in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor whole or in part, from: (i) and breach or alleged breach of any representation, warranty or agreement made pursuant to this Agreement; (ii) any sale by ATARI of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) Video Game outside of the Employee Retirement Income Security Act Territory; (iii) any unauthorized manufacture or distribution of 1974, as amended, or Section 2510.3-21 any Video Game by ATARI; and (iv) any violation of law by ATARI in connection with the sale of the Regulations promulgated Video Games to the extent not arising from acts or omissions by Zoo. c. EXCEPT IN THE CASE OF A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER OR A BREACH OF THE CONFIDENTIALITY PROVISIONS HEREOF, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY LOSS OF PROFIT OR INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES OF ANY NATURE, FOR ANY REASON WHATSOEVER INCLUDING, WITHOUT LIMITATION, A BREACH OF THIS AGREEMENT, THE EXPIRATION OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF A PARTY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. d. During the United States Department Term of Laborthis Agreement and 1 year thereafter, Zoo will at all times maintain at its own cost comprehensive general liability (which insurance shall include a contractual liability endorsement covering Zoo's obligations under this Agreement), product liability insurance and errors and omissions insurance. Each policy shall have coverage of at least [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2] ($[INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2] ). Each policy shall be issued by an insurance company with a rating of A or better as set forth in the most current Best Insurance Guide. Such insurance shall be at least sufficient to cover Zoo’s indemnification obligations hereunder, but the amount and type of insurance coverage specified herein shall in no way be construed to limit the scope of indemnification by Zoo. Zoo shall add ATARI as an additional insured to each policy and will furnish certificates evidencing that insurance within ten (10) days of the effective date of this Agreement. In the event there are claims against any existing insurance policy with respect to Seller any Video Game, Zoo will procure additional insurance coverage which is necessary to maintain the minimum level of coverage described in this section. e. Risk of loss and title for Video Games shall pass to ATARI from Zoo upon the earlier of delivery to ATARI’s designated carrier or Seller’s assetsdesignated location in a warehouse. Without limiting For Video Games returned to ATARI by customers, for which title has passed to those customers, title will pass from the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any customer to ATARI upon return to ATARI. Risk of its affiliates nor any loss shall pass to ZOO upon re-delivery to Zoo of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsreturned Video Games.

Indemnification Limitation of Liability. (a) Each party Seller agrees to indemnify and hold harmless the other Ameriprise Financial Services, Inc. and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ Ameriprise Financial Services, Inc.'s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s 's representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ameriprise Financial Services, Inc. shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “"acts of God”". 2. Seller acknowledges and agrees that in performing Seller’s 's obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ameriprise Financial Services, Inc. nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s 's assets, or exercising any authority or control respecting management or disposition of Seller’s 's assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s 's assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ameriprise Financial Services, Inc. nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “"investment advice” " within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s 's assets.

Indemnification Limitation of Liability. (a) Each party 14.1 Channel Partner hereby agrees to indemnify defend, indemnify, and hold harmless the other STM CANNA and its directors, officers, employees managers, members, employees, contractors, agents, affiliates, representatives, successors, and affiliates from assigns (collectively, the "STM CANNA Agents") against any and against all losses, damages, liabilities, deficiencies, claims, lossesactions, damages and liabilities judgments, settlements, interest, awards, penalties, fines, costs, or expenses (includingpaid, without limitation, any legal assumed or other expenses reasonably incurred in connection with defending or investigating any such action or claimincurred) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan whatever kind (including Seller’s representations and warranties hereunderreasonable attorney fees) asserted or any violation by Seller of applicable laws made against the STM CANNA Agents (collectively, the “Claims”) that may arise from or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereofrelate to, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: directly or indirectly, in whole or in part: (i) specialthe acts or omissions of Channel Partner or its officers, indirectmanagers, punitiveowners, exemplary or consequential damagesemployees, or incidental losses or damages of any kindcontractors, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseenagents, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable controlaffiliates, representatives, successors, and assigns, including but not limited to failure the selling of electronic the Products and/or Services by Channel Partner; (ii) a breach of Channel Partner’s representations or mechanical equipmentwarranties pursuant to Section 13.1; (iii) any and all additional warranties or representations given by Channel Partner to its customers relating to the Products and/or Services pursuant to Section 13.2; (iv) the relationship of Channel Partner with its customers, strikesvendors, failure or suppliers other than STM CANNA; or (v) any material breach of common carrier this Agreement by Channel Partner. The obligations of Channel Partner under this Section to defend, indemnify, and hold harmless will apply regardless of whether Claim arises in tort, negligence, contract, warranty, strict liability, statute, or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”otherwise. 2. Seller acknowledges and agrees that 14.2 Except for a breach of section 11 of this agreement or a claim under section 14 of this agreement, in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or no event will either party be liable to the other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assetsparty in connection with, or exercising relating to, this agreement for any authority or control respecting management or disposition of Seller’s assetsindirect, incidental, reliance, special, or otherwise acting as a fiduciary consequential damages (within including, but not limited to, lost profits, loss of use, loss of goodwill and damage to reputation). In no event will stm canna’s total aggregate liability to channel partner (for direct, consequential or any other type of damages or theory of liability) arising under or relating to this agreement exceed the meaning amount actually paid by channel partner under this agreement in the twelve (12) months immediately before the relevant cause of Section 3(21) action accrued. This limit is cumulative and not per incident (i.e., the existence of two or more claims will not increase the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetslimit).

Indemnification Limitation of Liability. (a1) Each party agrees to indemnify and hold harmless the other and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, The Business is solely responsible for any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) liability arising out of or attributable relating to: i. the Advertisement, and/or ii. any material to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken which users can link through the Advertisement. (2) The Business represents and warrants that the Advertisement comply with the Advertiser’s advertising standards; and that it holds the necessary rights to permit the use of the Advertisement for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Advertisement will not taken in compliance with this Sales Plan violate any applicable laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any antidiscrimination law or regulation, or any other right of any person or entity. The Business agrees to indemnify the Advertiser and to hold the Advertiser harmless against any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by the Advertiser, arising out of or attributable related to the Business’ breach of any breach by Seller of this Sales Plan (including Seller’s the foregoing representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Planwarranties. (b3) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not In no event will the Advertiser be liable to Seller for: (i) sponsor for any special, indirectincidental, punitive, exemplary or consequential damages, whether based on breach of contract, tort (including negligence), or incidental losses otherwise, and whether or damages of any kind, even if not the Advertiser has been advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, ordamage. (ii4) The Advertiser makes no guarantee of any failure level of viewership at any given time. The Advertiser shall not be held liable for any claims as they relate to perform published or unpublished viewer statistics. The Advertiser is not required to cease performance or provide the Business with any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”such statistics. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within 5) The Advertiser shall not be responsible for the meaning of Section 3(21) editing of the Employee Retirement Income Security Act of 1974Content provided for ticker advertisement, as amended, or Section 2510.3-21 such responsibility being that of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assetsBusiness’. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor The Advertiser shall not be responsible for any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of mistakes in such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsContent.

Indemnification Limitation of Liability. (a) Each party A. The Corporation covenants and agrees to indemnify and to hold the Agent harmless the other and its directors, officers, employees and affiliates from and against all any claims, lossesactions, damages judgments, liabilities, costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of Agent’s performance of its duties under this Agreement in accordance with the terms hereof. Promptly after the receipt by the Agent of notice of any demand or claim, or the commencement of any action, suit, proceeding or investigation relating to its duties under this Agreement, the Agent shall notify the Corporation thereof in writing. The Corporation shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. Agent will not, without the Corporation’s prior consent, settle or compromise or consent to the entry of any judgment to any pending or threatened action in respect of which indemnification may be sought hereunder. For the purposes of this Section 8, the phrase “any costs, expenses (including reasonable fees of its legal counsel), losses or damages” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled, and liabilities (all reasonable costs and expenses, including, without limitationbut not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any legal such action, suit, proceeding or other expenses reasonably incurred investigation. B. Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with defending this Agreement, or investigating any such action from all services provided or claim) arising out of omitted to be provided under this Agreement, whether in contract, or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken in tort, or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations otherwise, is limited to, and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable exceed, the amounts paid or payable hereunder by the Corporation to Seller for: (i) specialAgent as fees and charges, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”including reimbursable expenses. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party a. Supplier agrees to indemnify and hold harmless PGT, along with its employees, dealers, distributors, affiliates, and other agents (collectively, the other and its directors“Indemnified Parties”), officers, employees and affiliates from and against all claimsany claim asserted by any third party for damage to that third party’s property, lossesor for bodily injury, damages or both, arising out of or in connection with Supplier's negligence or strict liability in connection with supplying Products under this Agreement. The obligations to defend and liabilities (includingindemnify for third party claims are in addition to the obligations Supplier already has to PGT under the terms of its warranty. The term “claim” includes, without limitationbut is not limited to, allegations, notices, lawsuits, judgments, and settlements. It also includes an obligation on the part of Supplier to indemnify any legal or Indemnified Party for costs, expenses, attorneys’ fees, and other expenses reasonably costs incurred in connection with defending or investigating the defense of any claim that is covered by this provision. PGT may, at its discretion be represented by its own counsel, at its own expense in connection with any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Planproceedings. (b) Notwithstanding any b. Supplier will defend, indemnify and hold the Indemnified Parties harmless against losses, liabilities, costs, actions, claims and other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable controlobligations and proceedings, including but not limited to failure of electronic all reasonable attorney’s fees, court costs and remedial costs incurred, that arise out of, or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”are in connection with Supplier's negligence in connection with supplying Products under this Agreement. 2. Seller acknowledges c. Anything contained in this Agreement to the contrary notwithstanding, unless the Parties mutually agree to a liability limitation of a greater amount in particular circumstances, Supplier's liability for nonconforming goods shall be limited to no more than three (3) times the invoiced price of the nonconforming goods, and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor party shall be liable to the other for any of its affiliates nor any of their respective officersspecial, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assetsexemplary, punitive, or exercising consequential damages (including without limitation, business interruption, injury to reputation and lost profits), whether or not foreseeable, arising in any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) way out of the Employee Retirement Income Security Act of 1974purchase, as amended, sale or Section 2510.3-21 use of the Regulations promulgated Products, provided that the damages excluded by this sentence shall not be deemed to include the United States Department sharing of Labor) with respect to Seller the costs of repair or Seller’s assets. Without limiting the foregoing, Seller further acknowledges replacement of defective Product (including any assembly and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsinstallation expenses associated therewith).

Indemnification Limitation of Liability. (a) Each party agrees In addition to any and all rights of indemnification or any other rights of the Note Insurer pursuant hereto or under law or equity, the Servicer, the Issuer and COAF and any successor thereto agree to pay, and to protect, indemnify and hold harmless save harmless, the other Note Insurer and its officers, directors, officersshareholders, employees employees, agents and affiliates each person, if any, who controls the Note Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Note Insurer Indemnified Parties”) from and against any and all claims, losses, damages and liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Note Insurer Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature (but excluding lost profits and other consequential damages) arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) to the extent not covered by the Indemnification Agreement any act or omission of any COAF Company in connection with the offering, issuance, sale or delivery of the Notes other than by reason of false or misleading Note Insurer Information or Underwriter Information; (ii) any untrue statement or alleged untrue statement of a material fact contained in any of the Capital One Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any COAF Company; (iv) the violation by any COAF Company of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Notes or the transactions contemplated by the Transaction Documents; (v) the violation by any COAF Company of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Receivables, including, without limitation, any consumer protection, lending and disclosure laws or any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Receivables; (vi) the breach by the Servicer, the Issuer or COAF of any of its obligations under this Insurance Agreement or any of the other Transaction Documents (other than breaches under Section 3.2 of the Purchase Agreement or Sections 2.2, 3.2, 3.3, 3.4 or 3.5 of the Sale and Servicing Agreement); and (vii) the breach by the Servicer, the Issuer or COAF of any representation or warranty on the part of the Servicer, the Issuer or COAF contained in this Insurance Agreement or any of the other Transaction Documents or in any certificate or report furnished or delivered to the Note Insurer thereunder other than any breach for which the remedy under the Transaction Documents is the repurchase of a Receivable, provided that such Receivable has been repurchased in accordance with the Transaction Documents. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (b) In addition to any and all rights of indemnification or any other rights of the Servicer, the Seller, the Issuer and COAF pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Servicer, the Seller, the Issuer and COAF and their respective officers, directors, shareholders, employees, agents and each person, if any, who controls the Servicer, the Seller, the Issuer or COAF within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Capital One Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Capital One Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Note Insurer Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) a breach of any of the representations, warranties or agreements of Note Insurer contained in Section 2.06 hereof; or (iii) any failure of the Note Insurer to make a payment required to be made under the Policies. provided, however, that the Note Insurer’s liability, in the case of a breach of any of the representations, warranties or agreements of Note Insurer contained in paragraphs (l) through (p) of Section 2.06 hereof, to the extent such representations, warranties or agreements speak as of a date that occurs after the Closing Date, will be limited to (a) the actual damages incurred by the Sponsor and the Seller (or the Capital One Indemnified Parties in the case of the indemnity provided in (ii) above), and (b) lost profits and other consequential damages, in each case as a direct result of a determination by the Commission that the Seller is no longer eligible to file registration statements on Form S-3, such determination being based solely on the Note Insurer’s breach of paragraphs (l) through (p) of Section 2.06 hereof, and the Note Insurer’s liability for the damages described in clause (b) above shall in no event exceed as of any date the sum of (x) the aggregate amount of premium received by the Note Insurer in connection with the transactions described by this Agreement as of such date and (y) as of such date and without duplication of (x) above the aggregate amount of premium expected to be received by the Note Insurer assuming that the Loans pay down using a 1.7% ABS prepayment speed (as described in the Prospectus Supplement) and further assuming that the clean up call is exercised by the Servicer at its earliest opportunity. (c) In addition to any and all rights of indemnification or any rights of the Servicer, the Seller, the Issuer and COAF pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Capital One Indemnified Parties from and against, any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or expenses (including reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) of any nature arising out of or by reason of: (i) any untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements therein in light of the circumstances in which they were made not misleading contained in the consolidated financial statements of MBIA Insurance Corporation and incorporated by reference into the Exchange Act Reports pursuant to Section 4.08 of this Agreement; or (ii) subject to the limitations on liability set forth in Section 4.08 of this Agreement, any failure of the Note Insurer to comply with its obligations under Section 4.08 of this Agreement. (d) Any party which proposes to assert the right to be indemnified under this Section 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the indemnifying party under this Section 3.04(d), notify the indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses reasonably other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with defending or investigating the defense thereof. The indemnified party shall have the right to employ its counsel in any such action or claim) arising out the defense of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken which is assumed by the indemnifying party in compliance accordance with this Sales Plan or arising out of or attributable to any breach by Seller the terms of this Sales Plan subsection (including Seller’s representations c), but the fees and warranties hereunder) or any violation expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by Seller of applicable laws or regulationssuch indemnified party has been authorized by the indemnifying party. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ The indemnifying party shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages for any settlement of any kind, even if advised of the possibility of such losses action or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond claim effected without its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”consent. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify 21.1. Seller releases and shall indemnify, defend and hold harmless the other Purchaser, its affiliates, and its their respective officers, directors, officersemployees, employees owners, managers, members, attorneys, agents and affiliates representatives (each, an “Indemnified Party”) from and against any and all claims, losses, damages liabilities, obligations, damages, penalties, actions, judgments, suits, Avoidance Claims, and liabilities related costs and expenses of any nature whatsoever, including attorneys’ fees and disbursements (includingall of the foregoing being collectively referred to as “Indemnified Amounts”) which may be imposed on, without limitation, incurred by or asserted against an Indemnified Party in any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) way arising out of or attributable relating to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken this Agreement or not taken the ownership of the Purchased Accounts or in compliance with this Sales Plan or arising out respect of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) Account or any violation Collateral, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final, non-appealable decision by a court of competent jurisdiction. If Seller fails to honor this Section of applicable laws the Agreement after termination thereof, Purchaser shall have the right to re-file its UCC-1 financing statement and shall have the right to pursue any and all rights and remedies against Seller as contemplated by this Agreement, the UCC or regulationsany law or in equity. 21.2. IN NO EVENT WILL PURCHASER OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, MEMBERS, MANAGERS, ATTORNEYS, AGENTS OR REPRESENTATIVES BE LIABLE TO SELLER, OR TO ANY OTHER PERSON OR ENTITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES OR ANY LOST PROFITS, LOST SAVINGS, OTHER CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 21.3. This indemnification Section 21 shall survive termination of this Sales PlanAgreement. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party Seller agrees to indemnify and hold harmless the other ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.Section

Indemnification Limitation of Liability. (a) Each party agrees to To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify and hold harmless MPW and any MPW customer connected with the other provision of Services hereunder, and its directorstheir respective parents, subsidiaries, affiliates, agents, officers, directors and employees and affiliates from and against all claims, lossesdamages, damages suits, liabilities, costs, charges, demands, losses and liabilities other expenses (including, without limitationbut not limited to, attorney's fees) 1) arising in any legal way out of this Agreement or other expenses reasonably incurred the Services, or 2) otherwise attributable to bodily injury, sickness, disease or death or to injury to or destruction of tangible property, including the loss of use resulting therefrom, or to imposition of fines or penalties by governmental agencies or bodies, in connection with defending or investigating any such action or claim) way arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken resulting in whole or not taken in compliance with this Sales Plan or arising out part from (a) the performance of or attributable failure to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. perform CONTRACTOR'S obligations under the Agreement; (b) Notwithstanding the inaccuracy of any representation or warranty of CONTRACTOR contained in the Agreement; or (c) any negligent act or omission of CONTRACTOR, any subcontractor or their respective employees, agents or other representatives or anyone else directly or indirectly employed by any of them or otherwise acting under any of their supervision or control, regardless of whether or not it is caused in part by a party indemnified hereunder. This obligation is in addition to any other provision hereofright or obligation of indemnity to which the parties indemnified hereby may be entitled. In the event and to the extent that a claim is made by an employee of CONTRACTOR against an indemnitee hereunder, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the intent of this Section 6 is that CONTRACTOR shall, and it hereby agrees to, indemnify MPW, and MPW's parents, subsidiaries, affiliates, agents, officers, directors and employees to the same extent as if the claim were made by a non-employee of CONTRACTOR. Accordingly, in addition to the above provisions, and in order to render the Parties' intent and this indemnity agreement fully enforceable, CONTRACTOR, in any indemnification claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Workers' Compensation Laws or any other statute or judicial decision, disallowing or limiting such indemnification and consents to a cause of action for indemnity. MPW shall not be liable to Seller for: (i) specialCONTRACTOR for any incidental, indirectconsequential, punitiveexemplary, exemplary special or consequential punitive damages, or incidental losses or damages including lost profit, regardless of any kind, how characterized and even if MPW has been advised of the possibility of such losses damages, which arise from the performance of this Agreement or damages or if such losses or damages could have been reasonably foreseenin connection with this Agreement, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) regardless of the Employee Retirement Income Security Act form of 1974action (whether in contract, as amendedtort, negligence, strict liability or Section 2510.3-21 otherwise). Any subcontractors hired or used by CONTRACTOR are required to agree to the indemnification and limitation of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisionsliability provisions contained herein, and that no views expressed any subcontracts issued by any such person will serve as a primary basis CONTRACTOR for investment decisions with respect the Services must contain language similar to Seller’s assetsthis Section 6.

Indemnification Limitation of Liability. (a) Each party 12.1 Subject to Section 12.5, Nortel Networks shall be responsible for and agrees to indemnify and hold harmless the other Customer and its directorsAffiliates, officers, employees and affiliates from subcontractors (each, a "Customer Indemnified Party" and against collectively the "Customer Indemnified Parties") from, and shall defend the Customer Indemnified Parties against, all third party losses, claims, lossesdemands, damages and liabilities causes of action (includingincluding reasonable legal fees and expenses) relating to bodily injury to persons, without limitationincluding death, or loss or damage to tangible property which was caused by any negligence or willful misconduct of Nortel Networks or its Affiliates, officers, agents, representatives, employees, suppliers or subcontractors in the course of the performance of Nortel Networks' obligations pursuant to this Agreement. Nortel Networks will defend, at its own expense, including reasonable attorneys' fees, any legal Regulatory Claim brought against Customer (other than those resulting or other expenses reasonably incurred arising out of the use of Reseller Items supplied hereunder) and shall pay all fines or penalties that may be assessed or levied by the applicable governmental authority for noncompliance with respect to such Regulatory Claim or as are agreed to by Nortel Networks in connection with defending settlement of such Regulatory Claim. All such losses, claims, demands, and damages, or investigating fines or penalties shall be paid directly by Nortel Networks. Notwithstanding anything to the contrary contained in this Agreement, the Customer Indemnified Parties shall have the right, in their sole discretion, to implead, interplead or otherwise cause Nortel Networks to be added as a party to any action or proceeding brought against a Customer Indemnified Party relating to any matter or thing for which such Customer Indemnified Party is entitled to indemnification pursuant to this Section 12.1 and, if in any such proceeding Nortel Networks is found to be liable, Nortel Networks shall be responsible for all liabilities and damages assessed against it in any such proceeding or action. 12.2 Subject to Section 12.5, Customer shall be responsible for and agrees to indemnify and hold harmless Nortel Networks and its Affiliates, officers, employees and subcontractors (each, a "Nortel Indemnified Party" and collectively, the "Nortel Indemnified Parties) from, and shall defend the Nortel Indemnified Parties against, all third party losses, claims, demands, damages and causes of action (including reasonable legal fees and expenses) relating to bodily injury to persons, including death, or loss or damage to tangible property which was caused by any negligence or willful misconduct of Customer or its Affiliates, officers, agents, employees, representatives or its subcontractors in the course of the performance of Customer's obligations pursuant to this Agreement. All such losses, claims, demands, and damages shall be paid directly by Customer. Notwithstanding anything to the contrary contained in this Agreement, the Nortel Indemnified Parties shall have the right, in their sole discretion, to implead, interplead or otherwise cause Customer to be added as a party to any action or proceeding brought against a Nortel Indemnified Party relating to any matter or thing for which such Nortel Indemnified Party is entitled to indemnification pursuant to this Section 12.2 and, if in any such proceeding Customer is found to be liable, Customer shall be responsible for all liabilities and damages assessed against it in any such proceeding or action. 12.3 With respect to the indemnification provided by either Customer or Nortel Networks in accordance with Sections 12.1 and 12.2 above, the Customer Indemnified Party and the Nortel Indemnified Party, as applicable, shall (a) give Customer or Nortel Networks, as applicable, prompt written notice of any such loss, claim, demand, damage or cause of action or Regulatory Claim; provided, however, that a failure to give such prompt notice shall not affect the indemnification to be provided hereunder except to the extent that Customer or Nortel Networks, as applicable, shall have been actually prejudiced as a result of such failure, (b) allow Customer or Nortel, as applicable, to control the defense and all related settlement negotiations; provided, however, that Customer shall be entitled to control of the defense or settlement of any Regulatory Claim with respect to matters that do not involve monetary damages (with reasonable participation by Nortel Networks, at its own cost and expense), and shall have the right to settle or compromise any Regulatory Claim to the extent that it involves anything other than money damages without the prior consent of Nortel Networks, and (c) reasonably cooperate with Customer or Nortel Networks, as applicable, in such defense and any related settlement negotiations; provided however, that the applicable Customer Indemnified Party or Nortel Indemnified Party shall be reimbursed by Customer or Nortel Networks, as applicable, for its actual, reasonable, out-of-pocket costs for such reasonable cooperation. 12.4 Except as provided in, or for liabilities arising under, Articles 7, 15 and 19 and Section 12.1 with respect to bodily injury and damage to tangible property, or for claims regarding title to Equipment or Software, the total liability of Nortel Networks under this Agreement, including its Affiliates, officers, employees, agents, representatives, shareholders, subcontractors or suppliers, for claims of any kind for any loss or damage, whether in contract, warranty, indemnification, tort (including negligence), strict liability or otherwise, arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken connected with, or not taken in compliance with this Sales Plan resulting from the performance or arising out of or attributable to any breach by Seller non-performance of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Agreement shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages in respect of any kindloss or damage to Customer's tangible property exceed [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] per event or series of related events, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or and (ii) any failure to perform in respect of all other losses or to cease performance or any delay damage exceed in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”the aggregate [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 212.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUT SUBJECT TO LIQUIDATED DAMAGES EXPRESSLY PROVIDED FOR IN ARTICLE 7, IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, INDEMNIFICATION, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL NORTEL NETWORKS OR CUSTOMER BE LIABLE TO THE OTHER FOR (A) DAMAGES BASED ON ANY THIRD PARTY CLAIM, EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 12.1 AND 12.2 AND ARTICLE 15 OR THIRD PARTY CLAIMS WHICH ARE STRICT LIABILITY BY OPERATION OF LAW, (B) LOSS OF, OR DAMAGE TO, THE OTHER PARTY'S RECORDS, FILES OR DATA, OR (C) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR EXEMPLARY DAMAGES OF ANY NATURE WHATSOEVER OR LOSS OF PROFITS OR REVENUES OF SUCH OTHER PARTY BEFORE OR AFTER ACCEPTANCE. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officersTHE LIMITATIONS SET FORTH IN THIS SECTION 12.5 SHALL NOT BE APPLICABLE TO A BREACH BY EITHER PARTY OF ITS OBLIGATIONS UNDER ARTICLE 18 OR CUSTOMER'S BREACH OF THE SOFTWARE RIGHT-TO-USE SET FORTH IN ATTACHMENT G. THE LIMITATIONS SET FORTH IN THIS SECTION 12.5 SHALL ALSO NOT BE APPLICABLE IN THE EVENT NORTEL NETWORKS BREACHES ARTICLE 15 TO THE EXTENT THAT, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assetsIF A COURT OF COMPETENT JURISDICTION ENJOINS CUSTOMER FROM USING EQUIPMENT AND/OR SOFTWARE THAT IS THE SUBJECT OF A CLAIM UNDER ARTICLE 15, or exercising any authority or control respecting management or disposition of Seller’s assetsNORTEL NETWORKS SHALL BE LIABLE TO CUSTOMER FOR THE LOST PROFITS ASSOCIATED WITH THE REVENUE (OR, or otherwise acting as a fiduciary IF CUSTOMER IS NOT PROFITABLE, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] OF SUCH REVENUE) THAT CUSTOMER WOULD HAVE RECEIVED FROM THE PROVISION OF ITS TELECOMMUNICATIONS SERVICES TO ITS CUSTOMERS IF SUCH INJUNCTION HAD NOT OCCURRED, WITH NORTEL NETWORKS' TOTAL LIABILITY UNDER THIS AGREEMENT FOR LOST PROFITS (within the meaning of Section 3(21OR REVENUE, AS APPLICABLE) of the Employee Retirement Income Security Act of 1974AS PROVIDED FOR IN THIS SENTENCE NOT TO EXCEED IN THE AGGREGATE [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. SUCH [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] CAP SHALL NOT BE APPLICABLE IN ANY WAY TO NORTEL NETWORKS' INDEMNIFICATION REQUIREMENTS UNDER ARTICLE 15 HEREOF, as amendedINCLUDING ANY SPECIAL, or Section 2510.3-21 of the Regulations promulgated by the United States Department of LaborCONSEQUENTIAL, INCIDENTAL, INDIRECT OR EXEMPLARY DAMAGES OF ANY NATURE WHATSOEVER OR LOSS OF PROFITS OR REVENUES (WHICH ARE AWARDED BY FINAL COURT JUDGMENT OR DECREE, OR AGREED UPON BY NORTEL NETWORKS IN SETTLEMENT OF ANY APPLICABLE PROPERTY RIGHTS SUIT OR CLAIM) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsOF ANY THIRD PARTY MAKING A PROPERTY RIGHTS CLAIM THEREUNDER.

Indemnification Limitation of Liability. (aa.) Each party agrees Subject to indemnify the terms and limitations contained herein, Magniforce shall indemnify, defend, and hold harmless the other Licensee and its officers, directors, officers, and employees and affiliates from and against any and all claimslosses, lossesliabilities, damages and liabilities expenses (including, including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimlimitation reasonable attorneys’ fees) arising out of or attributable related to (i) any claim arising from Magniforce’s right to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken License the Service being granted to Licensee; (ii) any claim that the Licensed Materials infringe, misappropriate, or otherwise violate any patent, or a copyright, trade secret, trademark or other proprietary or intellectual property right of a third party (an “IP Claim”); (iii) any claim relating to death, personal injury, or property damage caused by Magniforce’s negligence or willful misconduct while performing services on Licensee’s premises; and, (iv) a breach by Magniforce of any representation, warranty, covenant, or obligation of Magniforce under this Agreement, and (v) any action or failure to take an action or more culpable act or omission (including recklessness or willful misconduct) in connection with the performance or nonperformance of any services or other activity required to be performed by or on behalf of Magniforce. As used in this Agreement, “Claim” means any of the stated grounds for indemnification itemized above in (i) through (v) of this Section 2.3. Customer shall promptly notify Magniforce of any such Claim, granting Magniforce the sole control over the defense and settlement of the Claim, and cooperating with Magniforce in the defense of the Claim. Customer’s failure to promptly notify Magniforce of any Claim will not taken relieve Magniforce of its obligations under this Section 2.3 except to the extent that Magniforce can demonstrate that it has been materially prejudiced as a result of such failure. Licensee will have the right to participate with Magniforce in compliance the defense or appeal of any Claim, at Licensee’s option and at Licensee’s own expense , but Magniforce will have sole control and authority with respect to any such defense, compromise, settlement, appeal, or similar action, provided that Magniforce obtains Licensee’s prior written consent to any settlement that (a) does not contain an unconditional release of claims against Licensee, (b) requires Licensee to make any admission of fault or pay any amounts in connection with such settlement, or (c) otherwise adversely affects the rights of Customer. If an IP Claim, as stated above in (ii) of this Sales Plan Section 2.3, is commenced against Licensee or is in the judgment of Magniforce likely or Licensee’s Use of the Licensed Materials is enjoined, Magniforce may, at Magniforce's option, (a) modify or replace the Licensed Materials so that the Licensed Materials perform comparable functions without infringement; or (b) obtain a royalty-free license for Licensee to Use the Licensed Materials; or if neither alternative (a) or (b) is available to Magniforce on commercially reasonable terms, Magniforce may terminate this Agreement upon a refund to Licensee of the amount of the prepaid Service Fee paid to Magniforce for the unexpired portion of the then current Service Term. (b.) Notwithstanding anything to the contrary contained in this Agreement, (i) Magniforce shall not be obligated for any Claims and related losses, liabilities, damages and expenses (including without limitation reasonable attorneys’ fees) arising out of or attributable related to (1) the gross negligence or more culpable act or omission (including recklessness or willful misconduct) of Licensee, (2) the bad faith failure of Licensee to comply with any breach of its obligations under this Agreement, or (3) the use of the Licensed Materials by Seller Licensee in any manner that does not conform with the usage requirements of this Sales Plan (including Seller’s representations Agreement, and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) Magniforce’s aggregate indemnification obligations under this Agreement shall not exceed the amount of five times ( 5_x) the then trailing twelve-month annual “Magniforce Total Fee”, defined as any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable controland all fees and charges, including but not limited to failure of electronic or mechanical equipmentwhether for design, strikesset up, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assetsimplementation, or exercising any authority for recurring Transaction Fees or control respecting management or disposition License Fees for License Use as specified in the Sales Order, charged by Magniforce to Licensee under this Agreement. In the event that a Claim is asserted before there is a trailing twelve-month period of Seller’s assetsusage under this Agreement, or otherwise acting as a fiduciary (within then an approximation of what the meaning of Section 3(21) of annual Magniforce Total Fee is reasonably predicted to be, based on past experience and fees contained in this Agreement, shall be utilized in the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.five

Indemnification Limitation of Liability. (a) Each party 4.1. Purchaser agrees to indemnify and hold harmless the other Broker and its directors, officers, employees employees, agents and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim): (i) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken by any of them under this Purchase Plan, except in compliance with this Sales Plan the case of any claims, losses, damages or liabilities resulting from Broker’s gross negligence or willful misconduct; (ii) arising out of or attributable to any breach by Seller Purchaser of this Sales Purchase Plan (including SellerPurchaser’s representations and warranties hereunderwarranties); or (iii) or any violation by Seller Purchaser of applicable laws or regulations. This indemnification shall will survive termination of this Sales Purchase Plan. (b) 4.2. Notwithstanding any other provision hereofof this Purchase Plan, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ neither Broker nor any of its directors, officers, employees, agents or affiliates shall not be liable to Seller for: Purchaser or any other person or entity: (i) as a result of actions taken or not taken by any of them under this Purchase Plan, except in the case of a liability resulting from Broker’s gross negligence or willful misconduct; (ii) for special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, including without limitation lost profits or lost savings, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or ; or (iiiii) for any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its Broker’s reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God.”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify a. The Recipients shall jointly and severally indemnify, and hold harmless the other harmless, Parent, its Affiliates, and its their respective directors, officersofficers and employees, employees and affiliates from and against all claimslosses and reasonable costs and expenses that might arise or result from the Recipients’ use of the Parent Services, losses, damages and liabilities (including, without limitation, any legal third party claims resulting from the performance or other expenses reasonably incurred in connection with defending provision of such Parent Services, except to the extent such losses are attributable to the gross negligence, willful misconduct or investigating bad faith of, or a breach of this Agreement, by Parent or its Affiliates. At the options of the Recipients, the Recipients may but are not obligated to assume the defense of any action or proceeding that is subject to indemnification pursuant to the provisions of this paragraph; provided that no such action shall be settled without the prior written consent of Parent, unless the settlement involves only the payment of monetary damages that are solely discharged by the Recipients. b. Parent shall indemnify, and hold harmless, the Recipients, their Affiliates, and their respective directors, officers and employees, against all losses and reasonable costs and expenses that might arise or claim) arising out result from Parent’s use of the Recipient Services, including, without limitation, any third party claims resulting from the performance or provision of such Recipient Services, except to the extent such losses are attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken the gross negligence, willful misconduct or not taken in compliance with this Sales Plan bad faith of, or arising out of or attributable to any a breach by Seller of this Sales Plan Agreement, by the Recipients or their Affiliates. At the option of Parent, Parent may but is not obligated to assume the defense of any action or proceeding that is subject to indemnification pursuant to the provisions of this paragraph; provided that no such action shall be settled without the prior written consent of the Recipients, unless the settlement involves only the payment of monetary damages that are solely discharged by Parent. c. Except in the case of a Providing Party’s gross negligence, willful misconduct or bad faith, such Providing Party shall have no liability for any losses (including Seller’s representations and warranties hereunder) lost time or data), damages, expenses or costs resulting from delays, errors, faults or omissions in providing any Services (including any emergency response services), or any violation by Seller utility outages, errors in transmission, unavailability, delays or any other failure of applicable laws the computer, software or regulations. This indemnification shall survive termination communications systems or support or resources utilized in the provision of this Sales Planthe Services. d. EXCEPT IN THE CASE OF THIRD-PARTY CLAIMS OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY DAMAGES (bINCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF CUSTOMERS, CLIENTS OR GOODWILL) Notwithstanding any other provision hereofOR PUNITIVE DAMAGES RELATING TO THE SALE, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) specialDELIVERY, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”PROVISION OR USE OF THE SERVICES OR ANY BREACH OF THIS AGREEMENT. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify 8.1. Vendor shall indemnify, defend and hold harmless OST, the Board and the State and their respective officers, committees, members, agents and employees (the “Indemnified Parties”) from any and all liability, suits, actions, claims or damages, together with all reasonable costs and expenses (including attorneys’ fees) asserted by a third party, to the extent arising out of Vendor’s breach of the Agreement, or the negligent, reckless, intentional or other tortious, fraudulent, illegal, or unlawful conduct of Vendor or any subcontractor or independent contractor, or their respective officers, employees or agents, arising out of or related to the Agreement (“Claims”). Notwithstanding anything to the contrary herein, Vendor shall not be liable to the State for any Damages resulting from: 1) any acts or omissions undertaken at the Direction of the State or any agent or any third party authorized by the State to provide Direction to Vendor, including but not limited to prior service providers, investment advisors, or any authorized agent thereof; or 2) any performance of the Services that is in strict compliance with the terms of this Agreement. The State acknowledges that Vendor and its directors, officers, employees and affiliates from and authorized representatives are not responsible for the investment performance of any Investment Options under the Plan. 8.2. If OST notifies Vendor in writing of a Claim against all claimsan Indemnified Party, losses, damages and liabilities (including, without limitation, any legal Claim based on Vendor’s disclosure of or failure to safeguard any personal financial or other expenses reasonably incurred private or confidential information, Vendor will defend such Claim at Vendor’s expense if so requested by OST, in connection with defending OST’s sole discretion. Vendor will pay all costs and damages that may be finally awarded against an Indemnified Party. 8.3. Neither OST, the Board, the State, nor any other department, agency or investigating instrumentality thereof, nor any such action committee, officer, member, agent or claim) employee of the foregoing, shall have any obligation to indemnify or hold harmless, or any liability to, Vendor or any other party for fees (including attorneys’ fees), expenses, suits, actions, claims or direct damages, whether direct or indirect, compensatory or punitive, actual or consequential, arising out of or attributable related in any way to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable the Agreement. 8.4. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFIT) EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.5. Notwithstanding anything to any breach by Seller the contrary herein, no provision of this Sales Plan (including Seller’s representations Agreement shall constitute a waiver or limitation of any right of OST, the Board or the State that may exist under applicable law. 8.6. Notwithstanding anything to the contrary herein, to the extent available under applicable law, OST, the Board and warranties hereunder) the State and their respective committees, officers, members, agents and employees expressly reserve all rights, claims, arguments, defenses and immunities, including, without limitation, claims or any violation by Seller of applicable laws defenses based on sovereign immunity, qualified immunity and other statutory or regulations. This indemnification common law rights, claims, defenses or immunities; provided, however, that Vendor shall survive termination have the right to seek to enforce the Agreement in the courts of this Sales PlanState. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees Subject to indemnify and hold harmless Section 6.06(b), (i) a Member, in its capacity as such, shall have no fiduciary or other duty to the other and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitationCompany, any legal other Member or any other expenses reasonably incurred Person that is a party to or is otherwise bound by this Agreement other than the implied contractual covenant of good faith and fair dealing and (ii) such Member shall not be liable in connection damages to the Company, any other Member or any other Person that is a party to or is otherwise bound by this Agreement by reason of, or arising from or relating to the operations, business or affairs of, or any action taken or failure to act on behalf of, the Company, except to the extent that it is determined by a final, non-appealable order of a court of competent jurisdiction that any of the foregoing was caused by (x) a breach or violation of the implied contractual covenant of good faith and fair dealing or the duties imposed by Section 6.06(b), (y) willful breach of the express provisions of this Agreement or (z) with defending or investigating respect to any such criminal action or claim) arising out proceeding, conduct of or attributable a Member that such Member had reasonable cause to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Planbelieve was unlawful. (b) Notwithstanding any other provision hereofExcept with respect to the Managing Member’s right to compete as set forth in Section 6.05 and the fiduciary duties related thereto, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ which duties are hereby expressly disclaimed, the Managing Member shall not be liable have fiduciary duties of loyalty and care to Seller the Company similar to that of directors and officers of for:-profit corporations organized under the General Corporation Law of the State of Delaware. (ic) specialTo the maximum extent permitted by applicable law, indirectbut subject to the provisions of this Section 6.06, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges Members and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of the Managing Member and their respective officers, employees or employees, members, managers, agents and other representatives is exercising (each an “Indemnitee”), each as provided below, will not be liable for, and will be indemnified and held harmless by the Company against, any discretionary authority and all claims, actions, demands, losses, damages, liabilities, costs or discretionary control respecting management expenses, including attorneys’ fees, court costs, and costs of Seller’s assetsinvestigation, actually and reasonably incurred by any such Indemnitee (collectively, “Indemnified Losses”) arising from any civil, criminal or exercising any authority or control respecting management or disposition of Seller’s assetsadministrative proceedings in which such Indemnitee may be involved, or otherwise acting as a fiduciary (within party or otherwise, by reason of its being a Member or the meaning of Section 3(21) Managing Member or their respective officers, employees, members, managers, agents and other representatives, whether or not it continues to be such at the time any such Indemnified Loss is paid or incurred, except to the extent that any of the Employee Retirement Income Security Act foregoing is determined by a final, non-appealable order of 1974, as amended, or Section 2510.3-21 a court of the Regulations promulgated by the United States Department of Laborcompetent jurisdiction (i) with respect to Seller the Managing Member, to have been caused by any breach of the duties imposed by Section 6.06(b), (ii) with respect to all Indemnitees, to have been caused by a willful breach of the express provisions of this Agreement, or Seller’s assets(iii) with respect to criminal matters, to have occurred in connection with activity that an Indemnitee had reason to believe was unlawful. Without limiting IT IS THE EXPRESS INTENT OF THE COMPANY THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ANY LOSS THAT HAS RESULTED FROM OR IS ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF THE INDEMNITEE. (d) To the maximum extent permitted by applicable law, expenses incurred by an Indemnitee in defending any proceeding (except a proceeding by or in the right of the Company or brought by any of the Members against such Indemnitee), will be paid by the Company in advance of the final disposition of the proceeding, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay such amount if such Indemnitee is determined pursuant to this Section 6.06 or adjudicated to be ineligible for indemnification, which undertaking will be an unlimited general obligation of the Indemnitee but need not be secured unless so determined by the Managing Member. (e) Any indemnification pursuant to this Section 6.06 will be made only out of the assets of the Company and will in no event cause any Member to incur any personal liability nor shall it result in any liability of the Members to any third party. (f) The rights of indemnification provided in this Section 6.06 are in addition to any rights to which an Indemnitee may otherwise be entitled by contract (including advancement of expenses) or as a matter of law. The Company and the Members hereby acknowledge that the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Members and certain of their Affiliates (collectively, the “Member Indemnitors”). The Company and the Members hereby agree that (a) the Company is the indemnitor of first resort for matters covered by this Section 6.06 (i.e., its obligations to the Indemnitees under this Section 6.06 are primary and any obligation of the Member Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitees are secondary), (b) the Company will be required to advance the full amount of expenses incurred by the Indemnitees and will be liable for all expenses, liabilities, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Section 6.06 (or any other agreement between the Company and the Indemnitees), without regard to any rights the Indemnitees may have against the Member Indemnitors, and (c) the Company irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company and the Members further agree that no advancement or payment by the Member Indemnitors on behalf of an Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Company pursuant to this Section 6.06 will affect the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any the Member Indemnitors will have a right of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within contribution and/or be subrogated to the meaning extent of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect advancement or payment to Seller’s assetsall of the rights of recovery of the Indemnitee against the Company.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify USCF Advisers shall indemnify, defend and hold harmless the other SHIX and its affiliates, members, directors, officers, employees shareholders, employees, representatives, agents, attorneys, successors and affiliates assigns (collectively, the “SHIX Indemnified Parties”) harmless from and against any and all claims, lossesliabilities, damages obligations, judgments, causes of action, costs and liabilities expenses (including reasonable attorneys’ fees) (collectively, “Losses”) in connection with or arising out of this Agreement, including but not limited to any material breach of this Agreement by USCF Advisers or any disclosure in any registration statement of any Fund (except disclosure about SHIX or the Index that has been specifically approved by SHIX), and out of USCF Advisers’ use of the Indexes or the Service Marks (including, without limitation, any legal or other expenses reasonably incurred in connection with defending the marketing, promotion and sale of any Fund and its units), except to the extent Losses are the result of any grossly negligent act or investigating any such action or claim) arising out omission of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plana SHIX Indemnified Party. (b) Notwithstanding SHIX shall indemnify, defend and hold USCF and its affiliates, members, directors, officers, shareholders, employees, representatives, agents, attorneys, successors and assigns (collectively, the “USCF Indemnified Parties”) harmless from and against any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: and all Losses arising out of (i) specialany material breach of this Agreement by SHIX, (ii) any disclosure in the registration statement of any Fund about SHIX or the Index that has been specifically approved by SHIX, (iii) any claim that SHIX does not possess all rights necessary to grant the License granted by this Agreement, (iv) any claim of infringement, misappropriation, dilution or other violation of the intellectual property, proprietary rights, or license rights of third parties arising from the use of the Indexes or the Service Marks as licensed to USCF under this Agreement, except to the extent Losses are the result of any negligent act or omission of an USCF Indemnified Party or (v) the gross negligence or willful misconduct of SHIX in performing or satisfying its obligations under this Agreement. Additionally, SHIX shall indemnify, defend and hold the Funds and their trustees, officers, and shareholders (which shall, collectively, be deemed USCF Indemnified Parties solely for this limited purpose) harmless from and against any and all Losses arising out of any disclosure in the registration statement of any Fund about SHIX or the Indexes that has been specifically approved by SHIX. (c) Except as otherwise expressly provided herein, in no event shall USCF or SHIX be liable for any indirect, punitiveincidental, exemplary special or consequential damages, or incidental losses or damages of any kind, even if the party or an authorized representative thereof has been advised of the possibility of such losses damages. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith; thus, nothing in this Agreement shall in any way constitute a waiver or damages or if such losses or damages could limitation on any rights which a party may have been reasonably foreseen, orunder the federal securities laws. (iid) Promptly after receipt by any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure Indemnified Party of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) notice of the Employee Retirement Income Security Act commencement of 1974any action, as amendedthe Indemnified Party shall, or if indemnification is to be sought against the other party (the “Indemnifying Party”) under this Section 2510.3-21 12, notify the Indemnifying Party in writing of the Regulations promulgated commencement thereof, but the omission to notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder only to the extent that such omission results in the forfeiture by the United States Department Indemnifying Party of Labor) rights or defenses with respect to Seller such action. In any action or Seller’s assets. Without limiting proceeding, following provision of proper notice by the foregoingIndemnified Party of the existence of such action, Seller further acknowledges the Indemnified Party shall be entitled to participate in any such action and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any to assume the defense thereof, with counsel of its affiliates nor choice, and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party shall not be liable to such Indemnified Party hereunder for any attorneys’ fees subsequently incurred by the Indemnified Party. The Indemnified Party shall cooperate in the defense of their respective officers, employees settlement of claims so assumed. The Indemnifying Party shall not be liable hereunder for the settlement by the Indemnified Party for any claim or other representatives demand unless it has provided any “investment advice” within previously approved the meaning settlement or it has been notified of such provisionsclaim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that the Indemnifying Party assumes the defense of the action, in negotiating any settlement the Indemnifying Party shall use commercially reasonable efforts to avoid any negative reputational or legal consequences to the Indemnified Party, and that no views expressed by the Indemnified Party shall have the right to approve the terms of any settlement as to any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsreputational or legal consequences in its reasonable discretion.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify To the extent permitted by law, Recipient shall indemnify, defend and hold harmless the other ATCC and its directors, officers, employees and affiliates from and Contributors against all third party claims, losses, damages expenses and liabilities damages, including reasonable attorneys’ fees (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimcollectively “Claims”) arising out of or attributable relating to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken Recipient’s and its transferees’ use, receipt, handling, storage, transfer, disposal and other activities relating to ATCC Materials, provided that Recipient’s liability shall be limited to the extent that any such Claim arises out of ATCC’s gross negligence or willful misconduct. All non-monetary settlements of any such Claims are subject to ATCC’s prior written consent, which consent shall not taken be unreasonably withheld. If Recipient is the U.S. federal government or a state institution or a foreign equivalent organization, Recipient shall assume all liability for any and all Claims arising out of or relating to Recipient’s and its transferees’ use, receipt, handling, storage, transfer, disposal and other activities relating to ATCC Materials to the extent provided under the Federal Tort Claims Act, 28 U.S.C. §§ 2671 et seq. or under equivalent applicable State or foreign law. ALL ATCC ORIGINAL MATERIALS ARE SUPPLIED “AS IS”. ATCC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. To the maximum extent permitted by law, in compliance no event will ATCC or its Contributors be liable for any indirect, special, incidental or consequential damagesof any kind in connection with this Sales Plan or arising out of the MTA or attributable to any breach by Seller of this Sales Plan ATCC Materials (including Seller’s representations and warranties hereunderwhether in contract, tort, negligence, strict liability, statute or otherwise) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if ATCC has been advised of the possibility of such losses damages. In no event shall ATCC’s cumulative liability to the Recipient exceed the fees paid by Recipient under this MTA and the applicable ATCC purchase order for the twelve (12) month period preceding the date of the event giving rise to the first such claim. Recipient agrees that the limitations of liability set forth in this MTA shall apply even if a limited remedy provided hereunder fails of its essential purpose. The provisions of this Indemnification; Limitation of Liability section shall survive termination or damages or if such losses or damages could have been reasonably foreseenexpiration of this MTA. ATCC and/or its Contributors shall retain ownership of all right, or (ii) any failure to perform or to cease performance or any delay title and interest in performance that results from a cause or circumstance that is beyond its reasonable controlthe ATCC Materials, including but not limited to failure of electronic such ATCC Materials contained or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2incorporated in Modifications. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary Recipient retains ownership of: (within the meaning of Section 3(21a) of the Employee Retirement Income Security Act of 1974Modifications (except that, as amendedbetween the parties, or Section 2510.3ATCC retains ownership rights to ATCC Material included therein and use of ATCC Materials remains subject to Scope of Use, above) and (b) those substances created through the use of ATCC Material, but which do not contain ATCC Material. Recipient shall cite ATCC as the provider of ATCC Materials and give appropriate credit to ATCC in any publication containing information derived from ATCC Materials. Recipient expressly acknowledges that all ATCC trademarks are the exclusive property of ATCC and ATCC retains all right, title and interest in and to its trademarks, service marks, trade-21 names, logos, catalog numbers and ATCC-specific designations of ATCC Materials. Except as mandated by this Property Rights section, Recipient shall not use the Regulations promulgated by the United States Department of Labor) with respect to Seller or Sellerforegoing in any way without ATCC’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsprior written agreement.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify and hold harmless the Without limiting any other and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller provisions of this Sales Plan Agreement or the Credit Agreement, Bank and each other Indemnitee (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereofas defined in the Credit Agreement), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable responsible to Seller Applicant for: , and Bank’s rights and remedies against Applicant and Applicant’s obligation to reimburse the Bank under the Credit Agreement shall not be impaired by: (i) specialhonor of a presentation under any Credit which on its face substantially complies with the terms of such Credit; (ii) honor of a presentation of any drawing documents which appear on their face to have been signed, indirectpresented or issued (X) by any purported successor or transferee of any beneficiary or other party required to sign, punitivepresent or issue the drawing documents or (Y) under a new name of the beneficiary; (iii) acceptance as a draft of any written or electronic demand or request for payment under a Credit, exemplary even if nonnegotiable or not in the form of a draft, and may disregard any requirement that such draft, demand or request bear any or adequate reference to the Credit; (iv) the identity or authority of any presenter or signer of any drawing document or the form, accuracy, genuineness, or legal effect of any presentation under any Credit or of any drawing documents; (v) disregard of any non-documentary conditions stated in any Credit; (vi) acting upon any Instruction which it, in Good Faith, believes to have been given by a Person or entity authorized to give such Instruction; (vii) any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) or for errors in interpretation of technical terms or in translation; (xiii) any delay in giving or failing to give any notice; (ix) any acts, omissions or fraud by, or the solvency of, any beneficiary, any nominated Person or any other Person; (x) any breach of contract between the beneficiary and Applicant or any of the parties to the underlying transaction; (xi) assertion or waiver of any provision of the UCP or ISP which primarily benefits an issuer of a letter of credit, including, any requirement that any drawing document be presented to it at a particular hour or place; (xii) payment to any paying or negotiating bank (designated or permitted by the terms of the applicable Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under the Standard Letter of Credit Practice applicable to it; (xiii) dishonor of any presentation upon or during any Event of Default or for which Applicant is unable or unwilling to reimburse or indemnify Bank (provided that Applicant acknowledges that if Bank shall later be required to honor the presentation, Applicant shall be liable therefor in accordance with Section 2.03 (e) of the Credit Agreement); or acting or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where it has issued, confirmed, advised or negotiated such Credit, as the case may be; provided that the foregoing shall not excuse the Bank from liability to the Applicant to the extent of any direct damages (as opposed to consequential damages, or incidental losses or damages claims in respect of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated which are waived by the United States Department of LaborApplicant to the extent permitted by applicable Law) suffered by the Applicant that are caused by the Bank’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Credit comply with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsterms thereof.

Indemnification Limitation of Liability. (a) Each party agrees to 15.1 The Operating Companies shall indemnify and hold Manager, its members, principals, officers and employees, and the Affiliates of all of them (the “Indemnitee Parties”), harmless from and against any and all claims, liabilities, damages, losses, costs or expenses (including costs and expenses incurred in defending against the foregoing, “Losses”) incurred by or sustained by any such Indemnitee Party arising out of or as a result of the Manager’s entering into this Agreement or performing its obligations hereunder, except to the extent of Losses caused by the negligence or intentional misconduct of the Manager. Without limitation of the foregoing, the Losses covered by the indemnification pursuant to this Section 15.1 will include Losses relating to or arising out of the management or operation of the Businesses prior to the date hereof (except to the extent of Losses caused by the Manager’s negligence or intentional misconduct in connection with the Manager’s performance as the “Consultant” pursuant to that certain Consulting Agreement dated as of February 10, 2009 by and among the Parties.) 15.2 The Manager shall indemnify and hold the Tribal Parties and their directors, officers and employees harmless from and against any and all Losses resulting from the willful or criminal misconduct of the Manager in connection with the Manager’s performance of this Agreement. 15.3 To the extent any Loss is covered by insurance proceeds actually paid but not otherwise, Manager, on the one hand, and the Tribal Parties, on the other hand, each waive, release and its discharge the other from all Losses which each may have or acquire against the other, or against each other’s principals, directors, officers, employees and affiliates from and against all claimsor agents, losses, damages and liabilities with respect to any claims for any Losses incurred or sustained by either of them on account of damage to their respective property (including, without limitation, any legal but not as to personal injury or other expenses reasonably incurred in connection with defending or investigating any such action or claimproperty damage suffered by third parties) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations the ownership, management, operation and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised maintenance of the possibility Facilities, regardless whether any such claim or demand may arise because of such losses the fault or damages negligence of the other Party or if such losses or damages could have been reasonably foreseenits principals, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable controldirectors, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management agents. Each policy of Seller’s assetsfire and property damage insurance shall contain a specific waiver of subrogation reflecting the provisions of this Section 15.3, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within provision to the meaning of Section 3(21) effect that the existence of the Employee Retirement Income Security Act preceding waiver shall not affect the validity of 1974, as amended, any such policy or Section 2510.3-21 the obligation of the Regulations promulgated by insurer to pay the United States Department full amount of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoingany loss sustained. 15.4 NO PARTY HERETO SHALL BE LIABLE TO ANY OTHER PARTY HERETO FOR ANY PUNITIVE, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officersCONSEQUENTIAL, employees or other representatives has provided any “investment advice” within the meaning of such provisionsINCIDENTAL, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsSPECIAL OR INDIRECT DAMAGES.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify USCF Advisers shall indemnify, defend and hold harmless the other SHIX and its affiliates, members, directors, officers, employees shareholders, employees, representatives, agents, attorneys, successors and affiliates assigns (collectively, the “SHIX Indemnified Parties”) harmless from and against any and all claims, lossesliabilities, damages obligations, judgments, causes of action, costs and liabilities expenses (including reasonable attorneys’ fees) (collectively, “Losses”) in connection with or arising out of this Agreement, including but not limited to any material breach of this Agreement by USCF Advisers or any disclosure in any registration statement of any Fund (except disclosure about SHIX or the Index that has been specifically approved by SHIX), and out of USCF Advisers’ use of the Indexes or the Service Marks (including, without limitation, any legal or other expenses reasonably incurred in connection with defending the marketing, promotion and sale of any Fund and its units), except to the extent Losses are the result of any grossly negligent act or investigating any such action or claim) arising out omission of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plana SHIX Indemnified Party. (b) Notwithstanding SHIX shall indemnify, defend and hold USCF and its affiliates, members, directors, officers, shareholders, employees, representatives, agents, attorneys, successors and assigns (collectively, the “USCF Indemnified Parties”) harmless from and against any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: and all Losses arising out of (i) specialany material breach of this Agreement by SHIX, (ii) any disclosure in the registration statement of any Fund about SHIX or the Index that has been specifically approved by SHIX, (iii) any claim that SHIX does not possess all rights necessary to grant the License granted by this Agreement, (iv) any claim of infringement, misappropriation, dilution or other violation of the intellectual property, proprietary rights, or license rights of third parties arising from the use of the Indexes or the Service Marks as licensed to USCF under this Agreement, except to the extent Losses are the result of any negligent act or omission of an USCF Indemnified Party or (v) the gross negligence or willful misconduct of SHIX in performing or satisfying its obligations under this Agreement. Additionally, SHIX shall indemnify, defend and hold the Funds and their trustees, officers, and shareholders (which shall, collectively, be deemed USCF Indemnified Parties solely for this limited purpose) harmless from and against any and all Losses arising out of any disclosure in the registration statement of any Fund about SHIX or the Indexes that has been specifically approved by SHIX. (c) Except as otherwise expressly provided herein, in no event shall USCF or SHIX be liable for any indirect, punitiveincidental, exemplary special or consequential damages, or incidental losses or damages of any kind, even if the party or an authorized representative thereof has been advised of the possibility of such losses damages. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith; thus, nothing in this Agreement shall in any way constitute a waiver or damages or if such losses or damages could limitation on any rights which a party may have been reasonably foreseen, orunder the federal securities laws. (iid) Promptly after receipt by any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure Indemnified Party of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) notice of the Employee Retirement Income Security Act commencement of 1974any action, as amendedthe Indemnified Party shall, or if indemnification is to be sought against the other party (the “Indemnifying Party”) under this Section 2510.3-21 13, notify the Indemnifying Party in writing of the Regulations promulgated commencement thereof, but the omission to notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder only to the extent that such omission results in the forfeiture by the United States Department Indemnifying Party of Labor) rights or defenses with respect to Seller such action. In any action or Seller’s assets. Without limiting proceeding, following provision of proper notice by the foregoingIndemnified Party of the existence of such action, Seller further acknowledges the Indemnified Party shall be entitled to participate in any such action and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any to assume the defense thereof, with counsel of its affiliates nor choice, and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party shall not be liable to such Indemnified Party hereunder for any attorneys’ fees subsequently incurred by the Indemnified Party. The Indemnified Party shall cooperate in the defense of their respective officers, employees settlement of claims so assumed. The Indemnifying Party shall not be liable hereunder for the settlement by the Indemnified Party for any claim or other representatives demand unless it has provided any “investment advice” within previously approved the meaning settlement or it has been notified of such provisionsclaim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that the Indemnifying Party assumes the defense of the action, in negotiating any settlement the Indemnifying Party shall use commercially reasonable efforts to avoid any negative reputational or legal consequences to the Indemnified Party, and that no views expressed by the Indemnified Party shall have the right to approve the terms of any settlement as to any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsreputational or legal consequences in its reasonable discretion.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify Company and each Owner shall indemnify, defend and hold harmless the other Manager and each of its affiliates and each of their respective partners, shareholders, members, directors, officers, employees and affiliates other agents (each, a “Manager Indemnified Party”) from and against all any claims, lossesactions, liabilities, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations without limitation attorneys’ fees and warranties hereunderexpenses) or any violation by Seller (collectively, “Losses”) incurred as a result of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) specialCompany’s or an Owner’s material misrepresentation or intentional failure to disclose facts regarding the Properties; (ii) the gross negligence, indirect, punitive, exemplary or consequential damagesrecklessness, or incidental losses willful misconduct of Company, any Owner or damages any other party (other than third parties engaged by Manager to assist in the performance of the Services); or (iii) a material breach by Company or any Owner of any kindof its respective obligations under this Agreement, even if advised except for those actions, omissions and breaches of Manager with respect to which Manager has agreed to indemnify the Company Indemnified Parties pursuant to Section 7.10(b). Manager shall indemnify, defend and hold harmless Company, each Owner and each of its affiliates and each of their respective partners, shareholders, members, directors, officers, employees and other agents (each, an “Company Indemnified Party”) from and against any Losses incurred or in any way relating to (i) any acts or omissions of Manager or it agents, officers or employees in the performance of the possibility of such losses Services hereunder constituting fraud, gross negligence or damages or if such losses or damages could have been reasonably foreseenwillful misconduct, or (ii) any failure to perform material breach of any representation, warranty or to cease performance or covenant made by Manager hereunder, (iii) any delay in performance that results from a cause or circumstance that is beyond its reasonable controlactions outside the scope of Manager’s authority under this Agreement when, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller such actions, Manager did not have a good faith and reasonable belief that such actions were within Manager’s authority hereunder; or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor (iv) any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed claim made by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsemployee of Manager.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify PCT shall indemnify, defend and hold harmless the other MICROISLET, MICROISLET's agents, servants and its directorsemployees, officers, employees and affiliates from and against all claims, lossesdamages, damages losses and expenses, and liabilities of any nature whatsoever, including reasonable attorney's fees and disbursements (includingcollectively, without limitation"Claims"), any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) incurred, caused, based upon, arising out of or attributable resulting from or failure to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken perform, or not taken misrepresentation with respect to, any of the terms, covenants or conditions of this Agreement, except to the extent incurred, caused or occasioned by, in compliance connection with this Sales Plan or arising out of the acts or attributable omissions of MICROISLET and/or MICROISLET's Agents including MICROISLET's violation or failure to perform, or misrepresentation with respect to, any of the terms, covenants or conditions of this Agreement. Nothing in this Agreement shall be deemed to require PCT to indemnify MICROISLET for or with respect to any breach bodily injury caused by Seller of this Sales Plan (including Seller’s representations the Product. MICROISLET hereby acknowledges that it has exclusive control and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: decision making authority with respect to: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised the specifications that govern the Manufacture and use of the possibility Product, and (ii) specifications that govern the Manufacture, CONFIDENTIAL TREATMENT REQUESTED BY MICROISLET, INC. ___________________ CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION packaging and distribution of such losses the Product. MICROISLET further acknowledges that PCT has no control over the "use" of the Product after being shipped by PCT in accordance with this Agreement. MICROISLET shall defend, indemnify and hold PCT and PCT's agents harmless from and against any and all Claims incurred, caused or damages occasioned by, in connection with or if such losses or damages could have been reasonably foreseenarising out of (i) the Products, or including their use in the treatment of human subjects; and (ii) any acts or omissions of MICROISLET and/or MICROISLET's agents, including MICROISLET's violation or failure to perform perform, or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable controlmisrepresentation with respect to, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor the terms, covenants or conditions of this Agreement, except to the extent incurred, caused or occasioned by, in connection with or arising out of the acts or omissions of PCT and/or PCT's Agents including PCT's violation or failure to perform, or misrepresentation with respect to, any of their respective officersthe terms, employees covenants or conditions of this Agreement. Each Party's indemnification obligations to the other representatives is exercising any discretionary authority Party shall survive the expiration or discretionary control respecting management earlier termination of Seller’s assetsthis Agreement. NEITHER PARTY'S LIABILITY TO THE OTHER SHALL EXCEED AN AMOUNT [***] UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, or exercising any authority or control respecting management or disposition of Seller’s assetsINCLUDING, or otherwise acting as a fiduciary BUT NOT LIMITED TO, NO LIABILITY FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974INCLUDING DAMAGES RELATING TO LOST PROFITS, as amendedLOST BUSINESS OR LOST SAVINGS), or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsEVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF AND/OR INCURRED SUCH DAMAGES.

Indemnification Limitation of Liability. (ai) Each party agrees to The Company shall indemnify and hold harmless the other ▇▇▇▇▇▇▇▇▇, its affiliates and its directorstheir respective stockholders, officers, directors, employees and affiliates agents from and against any and all losses, claims, lossesdamages, damages costs, charges, counsel fees and liabilities expenses, payments, expenses and liability (includingcollectively, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim“Losses”) arising out of or attributable relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken gross negligence or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulationswillful misconduct. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not indemnify and hold harmless the Company, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all Losses arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by a court of competent jurisdiction to be liable a result of the Company’s gross negligence or willful misconduct. (ii) Notwithstanding anything herein to Seller for: the contrary, but without limiting the Company’s indemnification obligations set forth in clause (i) specialabove, neither party shall be liable for any incidental, indirect, punitive, exemplary special or consequential damages, or incidental losses or damages of any kindnature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if advised apprised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, ordamages. (iiiii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither Except for ▇▇▇▇▇▇▇▇▇’▇ ▇▇▇▇▇ negligence or willful misconduct, any liability whatsoever of ▇▇▇▇▇▇▇▇▇, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company to ▇▇▇▇▇▇▇▇▇ nor any (but not including Expenses). (iv) This paragraph (f) shall survive the termination of its affiliates nor any of their respective officersthis Agreement. Royce Value Trust, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assetsInc. March 7, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.2018 Page 3

Indemnification Limitation of Liability. (a) Each party AHS agrees to indemnify and hold harmless the other defend Company and its directors, officers, employees and affiliates from agents (“Company Indemnified Parties”) against any and against all claims, suits, and actions by third parties that result in liabilities, losses, expenses (including reasonable attorneys’ fees) or damages (collectively, a “Loss”) which may hereafter arise, or which the Company Indemnified Parties sustain, due to or arising out of: (i) the failure of AHS to perform any of its covenants, agreements, duties, or obligations under this Agreement; (ii) the negligence or intentional misconduct of AHS; and liabilities (includingiii) the Home Warranties or the offering or sale thereof, without limitation, any legal including (A) customer claims under or other expenses reasonably incurred in connection with defending the Home Warranties or investigating (B) claims and/or allegations that this Agreement or the performance of AHS hereunder violates applicable law. Notwithstanding the foregoing, AHS shall have no obligation to indemnify any such action Company Indemnified Party for Losses resulting from Company’s or claim) arising out of Agent’s negligence, intentional misconduct, or attributable failure to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance comply with this Sales Plan or arising out of or attributable to any breach by Seller the terms of this Sales Plan (including Seller’s representations and warranties hereunder) Agreement or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Planlaw. (b) Company agrees to indemnify and defend AHS and its directors, officers, employees and agents (“AHS Indemnified Parties”) against any and all claims, suits, and actions by third parties that result in any Losses which may hereafter arise, or which the AHS Indemnified Parties sustain, due to or arising out of: (i) the failure of Company or Agents to perform any of their covenants, agreements, duties or obligations under this Agreement; (ii) the negligence or intentional misconduct of Company or Agents; and (iii) any representation, statement or promise by Company or Agents that is not authorized by AHS or is beyond the scope of sales or training materials, forms or other documents provided or approved by AHS. Notwithstanding the foregoing, Company shall have no obligation to indemnify any other provision hereofAHS Indemnified Party for any Losses resulting from AHS’s negligence, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ intentional misconduct, or failure to comply with the terms of this Agreement or applicable law. (c) With the exception of indemnification obligations hereunder, neither Party shall not be liable to Seller for: (i) the other for any special, incidental, indirect, consequential, punitive, or exemplary or consequential damages, or incidental losses or damages of any kindarising hereunder, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, ordamages. (iid) Notwithstanding anything herein to the contrary, in the event it is determined that either the making or receiving of payment under this Agreement is a violation of applicable law, neither Party shall be in violation of this Agreement by virtue of earlier having made or received such payments, nor shall either Party be obligated to indemnify the other Party or its directors, officers, employees, or agents with respect to any failure to perform or to cease performance or any delay in performance Loss that results from a cause such payment. For the avoidance of doubt, if the making or circumstance that receiving of payments pursuant to this Agreement is beyond its reasonable control, including but not limited determined to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”be unlawful all such payments shall cease. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party A. The Company covenants and agrees to indemnify and to hold the Agent harmless the other and its directors, officers, employees and affiliates from and against all any claims, lossesactions, damages and liabilities judgments, liabilities, costs, expenses (includingincluding reasonable fees of its legal counsel), without limitationlosses or damages, any legal which may be paid, incurred or other expenses reasonably incurred in connection with defending suffered by or investigating any such action or claim) to which it may become subject, arising out of or attributable incident to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in this Agreement, including the Agent’s compliance with instructions set forth herein or with any instructions delivered to the Agent pursuant hereto, or as a result of defending itself against any claim or liability resulting from its actions as the Agent, including any claim against the Agent by any Stockholder or the Company, which covenant and agreement shall survive the termination hereof. Promptly after the receipt by the Agent of notice of any demand or claim, or the commencement of any action, suit, proceeding or investigation relating to its duties under this Sales Plan Agreement, the Agent shall notify the Company thereof in writing. However, failure to so notify the Company shall not operate in any manner whatsoever to relieve the Company from any liability which it may have on account of this Section 8 if no prejudice occurs. The Company shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. Neither the Agent nor the Company shall without the other party’s prior written consent, settle or compromise or consent to the entry of any judgment to any pending or threatened action in respect of which indemnification may be sought hereunder. B. Except in the case of the Agent’s gross negligence, willful misconduct or fraud, the Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising out of in connection with this Agreement, or attributable from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid or payable hereunder by the Company to the Agent as fees and charges, but not including reimbursable expenses. C. In the event any breach by Seller question or dispute arises with respect to the proper interpretation of this Sales Plan (including SellerAgreement or the Agent’s representations and warranties hereunder) duties hereunder or the rights of the Company or of any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereofStockholders exercising Subscription Rights in the Rights Offering, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Agent shall not be required to act and shall not be held liable or responsible for refusing to Seller for: act until the question or dispute has been judicially settled (iand the Agent may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) specialby final judgment rendered by a court of competent jurisdiction, indirect, punitive, exemplary binding on all stockholders and parties interested in the matter which is no longer subject to review or consequential damagesappeal, or incidental losses or damages of any kindsettled by a written document in form and substance satisfactory to the Agent and executed by the Company and each such stockholder and party. In addition, even if advised of the possibility Agent may require for such purpose, but shall not be obligated to require, the execution of such losses or damages or if such losses or damages could written settlement by all the stockholders and all other parties that may have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay an interest in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”the settlement. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. Except as expressly provided otherwise in this Agreement, the parties (aeach an “Indemnifying Party” or “Indemnified Party” according to the context) Each party agrees to shall defend and indemnify and hold harmless the each other and its directors, officers, employees and affiliates from and against all claimsany claims asserted by, lossesor any liability to (including related, damages and liabilities (reasonable attorneys’ fees), any person, including, without limitation, any legal agency, branch or other expenses reasonably incurred representative of federal, state, or local government, on account of any personal injury or death, or damage, destruction or loss of property arising out of the Work to the extent such loss was caused by the negligence of the Indemnifying Party, or breach of any obligation or responsibility imposed on the Indemnifying Party by the provisions of this Agreement or by law. For purposes of the preceding sentence, “negligence” shall be deemed to include, without limitation, both acts and omissions, or willful misconduct, and the negligence of a party shall include the respective negligence of its officers, employees, agents (including subcontractors) or representatives. The provisions of this Section 13 shall survive the termination of the Agreement. In no event shall MPW be liable to Customer for any exemplary, special, incidental, indirect, punitive or consequential damages in connection with defending or investigating any such action or claim) arising out MPW’s performance of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulationsthe Work. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MPW shall not be liable under this Agreement or in tort (including negligence) to Seller for: (i) special, indirect, punitive, exemplary Customer for incidental or consequential damages, including, but not limited to, damages to or incidental losses loss of use of Customer’s property or equipment, loss of profits, loss of production, costs of purchased or replacement equipment, cost of capital or overhead, loss of revenue, loss of anticipated profits, claims of Customer’s for interruptions, or cost of replacing Customer’s product resulting from MPW’s performance or nonperformance of its obligations under this Agreement. In addition to the foregoing, in the case that MPW is liable to Customer for any damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable controlnature, including but not limited to failure of electronic consequential, punitive, special, exemplary or mechanical equipmentincidental damages, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”MPW’s liability for the same shall be limited to the amount paid to MPW by Customer for the Work. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party 1. Selling Stockholder agrees to indemnify and hold harmless the other Broker and its affiliates and their respective directors, officers, employees employees, agents and affiliates from and against all claims, losses, damages and liabilities liabilities, joint or several, to which any such person may become subject as a result of Broker’s engagement hereunder or any matter contemplated by the Plan, and will promptly reimburse any such person for all expenses (including, without limitation, any legal or other expenses reasonably including fees and disbursements of counsel) as they are incurred in connection with defending the investigation of, preparation for or investigating disclosure of any such pending or threatened claim or any action or claim) proceeding arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken therefrom whether or not taken such person is a party and whether or not such claim, action or proceeding is instituted by Selling Stockholder or the Issuing Company. Selling Stockholder shall not be liable under the foregoing indemnification to the extent any loss, claim, damage, liability or expense is found in compliance with this Sales Plan a final judgment of a court of competent jurisdiction to have resulted directly and primarily from Broker’s willful misconduct or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulationsgross negligence. This indemnification shall will survive termination or expiration of this Sales Plan. (b) 2. Notwithstanding any other provision hereofof this Plan, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ neither Broker nor any of its directors, officers, employees, agents or affiliates shall not be liable to Seller for: Selling Stockholder or any other person or entity: (i) as a result of Broker’s engagement hereunder or any matter contemplated by this Plan, except in the case of a liability found in a final judgment of a court of competent jurisdiction to have resulted directly and primarily from Broker’s willful misconduct or gross negligence; (ii) for special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or ; or (iiiii) for any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its Broker’s reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God.”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party A. The Company covenants and agrees to indemnify and to hold the Agent harmless the other and its directors, officers, employees and affiliates from and against all any claims, lossesactions, damages and liabilities judgments, liabilities, costs, expenses (includingincluding reasonable fees of its legal counsel), without limitationlosses or damages, any legal which may be paid, incurred or other expenses reasonably incurred in connection with defending suffered by or investigating any such action or claim) to which it may become subject, arising out of or attributable incident to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in this Agreement, including the Agent’s compliance with instructions set forth herein or with any instructions delivered to the Agent pursuant hereto, or as a result of defending itself against any claim or liability resulting from its actions as the Agent, including any claim against the Agent by any stockholder or the Company, which covenant and agreement shall survive the termination hereof. Promptly after the receipt by the Agent of notice of any demand or claim, or the commencement of any action, suit, proceeding or investigation relating to its duties under this Sales Plan Agreement, the Agent shall notify the Company thereof in writing. However, failure to so notify the Company shall not operate in any manner whatsoever to relieve the Company from any liability which it may have on account of this Section 7 if no prejudice occurs. The Company shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. Neither the Agent nor the Company shall without the other party’s prior written consent, settle or compromise or consent to the entry of any judgment to any pending or threatened action in respect of which indemnification may be sought hereunder. B. The Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising out of in connection with this Agreement, or attributable from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid or payable hereunder by the Company to the Agent as fees and charges, but not including reimbursable expenses. C. In the event any breach by Seller question or dispute arises with respect to the proper interpretation of this Sales Plan (including SellerAgreement or the Agent’s representations and warranties hereunder) duties hereunder or the rights of the Company or of any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereofstockholders exercising Subscription Rights in the Rights Offering, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Agent shall not be required to act and shall not be held liable or responsible for refusing to Seller for: act until the question or dispute has been judicially settled (iand the Agent may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) specialby final judgment rendered by a court of competent jurisdiction, indirect, punitive, exemplary binding on all stockholders and parties interested in the matter which is no longer subject to review or consequential damagesappeal, or incidental losses or damages of any kindsettled by a written document in form and substance satisfactory to the Agent and executed by the Company and each such stockholder and party. In addition, even if advised of the possibility Agent may require for such purpose, but shall not be obligated to require, the execution of such losses or damages or if such losses or damages could written settlement by all the stockholders and all other parties that may have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay an interest in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”the settlement. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party A. The Corporation covenants and agrees to indemnify and to hold the Agent harmless the other and its directors, officers, employees and affiliates from and against all any claims, lossesactions, judgments, liabilities, costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of its duties under this Agreement, except to the extent that such claims, actions, judgments, liabilities, costs, expenses, losses or damages are primarily a result of Agent’s gross negligence or willful misconduct. Promptly after the receipt by the Agent of notice of any demand or claim, or the commencement of any action, suit, proceeding or investigation, the Agent shall notify the Corporation thereof in writing. The Corporation shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. Agent will not, without the Corporation’s prior consent, settle or compromise or consent to the entry of any judgment to any pending or threatened action in respect of which indemnification may be sought hereunder. For the purposes of this Section 8, the phrase “any costs, expenses (including reasonable fees of its legal counsel), losses or damages” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled, and liabilities (all reasonable costs and expenses, including, without limitationbut not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any legal such action, suit, proceeding or other expenses reasonably incurred investigation. B. Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with defending this Agreement, or investigating from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid or payable hereunder by the Corporation to Agent as fees and charges, but not including reimbursable expenses, except to the extent that such liability arises primarily as a result of Agent’s gross negligence or willful misconduct. C. In the event any such action question or claim) arising out of or attributable dispute arises with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller the proper interpretation of this Sales Plan (including SellerAgreement or Agent’s representations and warranties hereunder) duties hereunder or the rights of the Corporation or of any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereofEligible Holder exercising Subscription Rights, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Agent shall not be required to act and shall not be held liable or responsible for refusing to Seller for: act until the question or dispute has been judicially settled (iand Agent may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) specialby final judgment rendered by a court of competent jurisdiction, indirect, punitive, exemplary binding on all Eligible Holders and parties interested in the matter which is no longer subject to review or consequential damagesappeal, or incidental losses or damages of any kindsettled by a written document in form and substance satisfactory to Agent and executed by the Corporation and each such stockholder and party. In addition, even if advised of Agent may require for such purpose, but shall not be obligated to require, the possibility execution of such losses or damages or if such losses or damages could written settlement by all the Eligible Holders and all other parties that may have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay an interest in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”the settlement. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify Licensee hereby indemnifies, defends, and hold harmless the other holds Licensor, its successors and assigns, and its directors, committee members, officers, employees employees, members, representatives and affiliates agents, harmless from and against any and all claimsloss, lossesliability, damages damage, claim, suit, demand and liabilities expense, including, but not limited to, taxes, fines, penalties, court costs and attorneys fees, arising in connection with or related to any act or omission (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunderAgreement) of Licensee or any violation by Seller of applicable laws its officers, employees or regulations. This indemnification shall survive termination of this Sales Planagents. (b) Notwithstanding Subject to the terms of this License Agreement, Licensor shall defend any other provision hereofsuit or proceeding brought against Licensee and shall hold Licensee harmless from any damages awarded against Licensee to the extent they are based upon a claim that the Certification Seal or Mark infringes upon a third party’s intellectual property rights; provided Licensee promptly notifies Licensor within fifteen (15) days of receipt of notice of any such suit or proceeding. At Licensor’s expense, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable Licensee gives Licensor the right to Seller for:defend the suit, however, Licensee reserves the right to participate in its own defense at its own expense. (ic) specialTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, indirectEXCEPT IN CASES OF FRAUD OR WILLFUL MISCONDUCT, punitiveLICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, exemplary or consequential damagesINCIDENTAL, or incidental losses or damages of any kindPUNITIVE, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseenINDIRECT OR CONSEQUENTIAL DAMAGES OR LOST INCOME OR PROFITS, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable controlRESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR THE STANDARDS OR CERTIFICATION PROGRAM, including but not limited to failure of electronic or mechanical equipmentWHETHER ARISING IN TORT, strikesCONTRACT, failure of common carrier or utility systemsSTATUTE, severe weatherOR OTHERWISE, market disruptions or other causes commonly known as “acts of God”EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify Except as otherwise expressly provided in this Agreement (including elsewhere in this Section 11), each Party (the “Indemnifying Party”) will be responsible for, and will release, indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) and its directors, officers, employees and affiliates Indemnified Group from and against any and all claimsLosses based on the personal injury or death of any person or damage to property to the extent caused by or resulting from the negligence, lossesgross negligence, damages and liabilities (includingor willful misconduct on the part of the Indemnifying Party, without limitationits employees, any legal agents, or other expenses reasonably incurred contractors in connection with defending or investigating any such action or claim) arising out the performance of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with its obligations under this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales PlanAgreement. (b) Notwithstanding anything to the contrary in this Agreement, each Party’s liability for Losses hereunder is limited to direct, actual damages only, and no Party or its Group shall be liable to any other provision hereofPerson for specific performance, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ consequential damages, indirect damages, incidental damages, exemplary damages, or special damages, loss of profits, loss of product or production, business interruptions, or punitive damages arising out of or resulting from this Agreement (including from the performance, suspension of performance, failure to perform, or termination of the services contemplated hereby), even if caused in whole or in part by the negligence, fault, or strict liability of a Party or its employees, agents, or contractors. CARRIER SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (c) Notwithstanding anything in this Agreement to the contrary, Carrier in possession of Crude Petroleum shall not be liable for any loss thereof, damage thereto, or delay, in each case, caused by Force Majeure, any default of Marketing, or from any other cause not attributable to Seller for:the negligence of Carrier. (id) specialAny liability associated with contaminated, indirectnon-conforming or hazardous Crude Petroleum or disposal of any contaminated, punitive, exemplary non-conforming or consequential damageshazardous Crude Petroleum shall be borne solely by Marketing. Carrier’s acceptance of, or incidental losses failure to reject, Crude Petroleum tendered for services at any Receipt Point shall not be deemed to be a waiver by Carrier of Marketing’s obligations or damages liability regarding compliance with the provisions of this Agreement. If, upon investigation, Carrier determines that any kindCrude Petroleum delivered by or on behalf of Marketing does not conform to the requisite quality specifications, even if advised of the possibility of such losses or damages or if such losses the Crude Petroleum delivered by or damages could have been reasonably foreseenon behalf of Marketing contains contaminated or hazardous substances, or which (iiin Carrier’s opinion) any failure may materially affect the quality of Crude Petroleum or Carrier’s operations, Marketing will be liable for the cost of Carrier’s investigation in addition to perform or to cease performance or any delay other remedies specified in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”this Agreement. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party Seller agrees to indemnify and hold harmless the other ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each Neither party agrees shall be liable for any delay or failure in performance beyond its control resulting from acts of God or force majeure. The parties shall use reasonable efforts to eliminate or minimize the effect of such events upon performance of their respective duties under the Contract. Contractor shall be fully liable for the actions of its agents, employees, partners or subcontractors and shall fully indemnify and hold harmless the other and its directorsState from suits, officers, employees and affiliates from and against all claims, lossesactions, damages and liabilities (includingcosts of every name and description relating to personal injury and damage to real or personal tangible property caused by Contractor, its agents, employees, partners or subcontractors, without limitation provided, however, that the Contractor shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of the State. Contractor will indemnify, defend and hold the State harmless, without limitation, from and against any legal and all damages, expenses (including reasonable attorneys’ fees), claims, judgments, liabilities and costs which may be finally assessed against the State in any action for infringement of a United States Letter Patent with respect to the Products furnished, or of any copyright, trademark, trade secret or intellectual property right, provided that the State shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other expenses reasonably incurred suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in connection with defending or investigating the defense of any such action at the expense of Contractor. Where a dispute or claimclaim arises relative to a real or anticipated infringement, the State may require Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon: i) the State’s unauthorized modification or alteration of a Product; ii) the State’s use of the Product in combination with other products not furnished by Contractor; iii) the State’s use in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the State’s exclusive remedy to take action in the following order of precedence: (i) to procure for the State the right to continue using such item(s) or part(s) thereof, as applicable; (ii) to modify the component so that it becomes non-infringing equipment of at least equal quality and performance; (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Contract. For any deliverable or service which is not accepted pursuant to Section 1.2.6 above, upon request from the State, the Contractor shall re-perform the Services at no additional charge. If Contractor is unable to re-perform the Services in an acceptable manner, the State shall be entitled to recover the fees paid to Contractor for that portion of the Services which failed to be accepted. Neither Contractor nor any of its subcontractors shall have any responsibility and/or liability for any claim brought by any third party arising out of or attributable relating to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken the design, development, and/or validity of the Louisiana Road Home Housing Recovery Program. Except as provided above in the second and third paragraphs of this Section 5, Contractor shall be allowed to charge as an expense under this Contract, all reasonable costs and fees incurred by it in defending and/or paying any claim brought by any third party against it arising out of, directly or indirectly, Contractor’s performance of its obligations under this Contract. The parties agree that: (i) this Contract is not taken a “public contract” as defined in compliance with this Sales Plan La. R.S. 38:2211(A)(10); (ii) the scope of work hereunder is not “public work” as defined in La. R.S. 38:2211(A)(12); and (iii) the prohibitions of La. R.S. 38:2195 are not applicable to any matters or claims arising out of Contractor’s performance of its obligations under this Contract. For all other claims against the Contractor where liability is not otherwise set forth in this Contract as being “without limitation,” and regardless of the basis on which the claim is made, Contractor’s liability for direct damages, shall be the greater of $100,000, or attributable to any breach by Seller the dollar amount of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller the specific portion of applicable laws or regulationsthe Contract in dispute. This indemnification Neither party shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) the other for special, indirect, punitive, exemplary indirect or consequential damages, including lost data or incidental losses records (unless the Contractor is required to back-up the data or damages records as part of any kindthe work plan), even if the party has been advised of the possibility of such losses damages. Neither party shall be liable for lost profits, lost revenue or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”lost institutional operating savings. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) 9.1 Each party agrees to shall indemnify and hold harmless the other other, its directors, officers, employees, agents, subsidiaries, affiliates, subcontractors and assignees, or any of them, from and against any losses, damages, liabilities, expenses, costs, claims, suits, demands, actions, causes of action, proceedings, judgments, assessments, deficiencies and charges on account of physical damage to tangible property and personal injuries, including death, to all persons, arising from any negligent actions or omission or willful misconduct of the party. Provided Customer promptly notifies ViaSat, in writing, of such claims, and provided Customer qives ViaSat the right to defend and/or settle such claims at its expense with counsel of its choice. ViaSat shall indemnify and defend Customer, its directors, officers, employees and affiliates agents from and against all claimsany claim, lossesaction, damages damage, liability and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) expense arising out of or attributable in connection with claims for patent infringement arising from the Service furnished by ViaSat (other than claims for patent infringement arising from Customer combining or using the Service furnished by ViaSat in connection with facilities or equipment furnished by others). The indemnification provisions set forth in this Section 9 extend to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ and include any attorney's fees and costs incurred by such parties from any actions taken or not taken in compliance with claims to which this Sales Plan indemnification applies, or arising out of or attributable to any breach by Seller from contesting the applicability of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulationsprovision. This indemnification Section 9 shall survive the termination of this Sales PlanAgreement. (b) 9.2 Notwithstanding any other provision hereofof this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ under no circumstances shall not ViaSat or Customer be liable to Seller for: (i) specialfor any incidental, indirectconsequential, punitive, exemplary punitive or consequential damages, or incidental losses or special damages of any kindnature whatsoever, even if including without limitation, lost profits, loss of information, loss of business, or cost of replacement services, however caused, whether for breach of warranty, breach of contract, repudiation of contract, or in tort, or otherwise, whether or not previously advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or damages. In no event shall ViaSat's total liability in connection with the performance of this Agreement exceed an amount equal to the amount paid by Customer to ViaSat during the six (ii6) months immediately preceding the date on which Customer suffers any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure damages. This Section shall survive the termination of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”this Agreement. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees Subject to the terms of this Agreement, Novient shall indemnify and hold Client harmless the other against any damages, cost and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of any suit, claim, or attributable proceeding (collectively referred to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken as a "CLAIM") alleging that the Software or not taken Documentation infringes any U.S. patent, copyright, trademark, or trade secret of any third party; provided that (i) Client promptly notifies Novient in compliance writing of any such Claim; (ii) Client makes no admission of liability and gives Novient sole authority, at its expense, to direct and control all defense, settlement or compromise negotiations; (iii) Client provides Novient with this Sales Plan full information and assistance that may be reasonably required to defend any such Claim; and (iv) the Claim proceedings take place in the U.S. Novient shall have no obligation or arising out of or attributable liability with respect to any breach Claim based upon (i) any Software or Documentation which has been altered, modified or revised, or (ii) the combination, operation or use of any Software or Documentation with products not furnished by Seller Novient when such combination is part of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Planallegedly infringing process. (b) Notwithstanding any other provision hereofIf the Software or Documentation become, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable or in Novient's opinion, are likely to Seller for: become, the subject of a Claim, Novient may (i) special, indirect, punitive, exemplary procure for Client the right to continue using the same; or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform provide Client replacements or to cease performance or any delay in performance modifications thereof that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2are non-infringing. Seller acknowledges and agrees that in performing Seller’s obligations hereunder If neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974foregoing alternatives is reasonably available to Novient, as amendeddetermined by Novient, then Novient may terminate this Agreement upon thirty (30) days written notice to Client and Novient shall refund the Fees received by it attributable to the infringing Software or Section 2510.3-21 Documentation less an amount for use, determined on a five (5) year straight line depreciation schedule measured from the Effective Date of this Agreement. The foregoing states the Regulations promulgated by the United States Department entire liability of Labor) Novient with respect to Seller indemnification for patent, trademark, copyright and trade secret infringement for the Software or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsDocumentation.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify To the extent permitted by law, Recipient shall indemnify, defend and hold harmless the other ATCC and its directors, officers, employees and affiliates from and Contributors against all third party claims, losses, damages expenses and liabilities damages, including reasonable attorneys’ fees (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimcollectively “Claims”) arising out of or attributable relating to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken Recipient’s and its transferees’ use, receipt, handling, storage, transfer, disposal and other activities relating to ATCC Materials, provided that Recipient’s liability shall be limited to the extent that any such Claim arises out of ATCC’s gross negligence or willful misconduct. All non-monetary settlements of any such Claims are subject to ATCC’s prior written consent, which consent shall not taken be unreasonably withheld. If Recipient is the U.S. federal government or a state institution or a foreign equivalent organization, Recipient shall assume all liability for any and all Claims arising out of or relating to Recipient’s and its transferees’ use, receipt, handling, storage, transfer, disposal and other activities relating to ATCC Materials to the extent provided under the Federal Tort Claims Act, 28 U.S.C. §§ 2671 et seq. or under equivalent applicable State or foreign law. ALL ATCC ORIGINAL MATERIALS ARE SUPPLIED “AS IS”. ATCC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. To the maximum extent permitted by law, in compliance no event will ATCC or its Contributors be liable for any indirect, special, incidental or consequential damages of any kind in connection with this Sales Plan or arising out of the MTA or attributable to any breach by Seller of this Sales Plan ATCC Materials (including Seller’s representations and warranties hereunderwhether in contract, tort, negligence, strict liability, statute or otherwise) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if ATCC has been advised of the possibility of such losses damages. In no event shall ATCC’s cumulative liability to the Recipient exceed the fees paid by Recipient under this MTA and the applicable ATCC purchase order for the twelve (12) month period preceding the date of the event giving rise to the first such claim. Recipient agrees that the limitations of liability set forth in this MTA shall apply even if a limited remedy provided hereunder fails of its essential purpose. The provisions of this Indemnification; Limitation of Liability section shall survive termination or damages or if such losses or damages could have been reasonably foreseenexpiration of this MTA. ATCC and/or its Contributors shall retain ownership of all right, or (ii) any failure to perform or to cease performance or any delay title and interest in performance that results from a cause or circumstance that is beyond its reasonable controlthe ATCC Materials, including but not limited to failure of electronic such ATCC Materials contained or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2incorporated in Modifications. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.Recipient retains ownership of:

Indemnification Limitation of Liability. (a) Each party agrees to indemnify 21.1. Seller releases and shall indemnify, defend and hold harmless the other Purchaser, its affiliates, and its their respective officers, directors, officersemployees, employees owners, managers, members, attorneys, agents and affiliates representatives (each, an "Indemnified Party") from and against any and all claims, losses, damages liabilities, obligations, damages, penalties, actions, judgments, suits, Avoidance Claims, and liabilities related costs and expenses of any nature whatsoever, including attorneys’ fees and disbursements (includingall of the foregoing being collectively referred to as "Indemnified Amounts") which may be imposed on, without limitation, incurred by or asserted against an Indemnified Party in any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) way arising out of or attributable relating to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken this Agreement or not taken the ownership of the Purchased Accounts or in compliance with this Sales Plan or arising out respect of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) Account or any violation Collateral, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final, non-appealable decision by a court of competent jurisdiction. If Seller fails to honor this Section of applicable laws the Agreement after termination thereof, Purchaser shall have the right to re-file its UCC-1 financing statement and shall have the right to pursue any and all rights and remedies against Seller as contemplated by this Agreement, the UCC or regulationsany law or in equity. 21.2. IN NO EVENT WILL PURCHASER OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, MEMBERS, MANAGERS, ATTORNEYS, AGENTS OR REPRESENTATIVES BE LIABLE TO SELLER, OR TO ANY OTHER PERSON OR ENTITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES OR ANY LOST PROFITS, LOST SAVINGS, OTHER CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 21.3. This indemnification Section 21 shall survive termination of this Sales PlanAgreement. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees The Lenders agree to indemnify and hold harmless the other Administrative Agent and its directorsRelated Parties, officersratably according to their pro rata share of the Aggregate Credit Facility Exposure (excluding Swing Loans), employees and affiliates from and against any and all claimsliabilities, obligations, losses, damages and liabilities damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind whatsoever that may at any time (including, without limitation, at any legal time following the payment of the Obligations) be imposed on, incurred by or other expenses reasonably incurred asserted against the Administrative Agent or such Related Parties in connection with defending or investigating any such action or claim) arising out of or attributable way relating to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) Agreement or any violation other Loan Document, or any documents contemplated by Seller or referred to herein or the transactions contemplated hereby or any action taken or omitted to be taken by the Administrative Agent or such Related Parties under or in connection with any of applicable laws or regulations. This indemnification the foregoing, but only to the extent that any of the foregoing is not paid by the Borrower; provided, however, that no Lender shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary the Administrative Agent or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor Related Parties for the payment of any portion of their respective officerssuch liabilities, employees obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or other representatives is exercising disbursements to the extent resulting solely from the Administrative Agent’s or such Related Parties’ gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. If any discretionary authority indemnity furnished to the Administrative Agent or discretionary control respecting management any such Related Parties for any purpose shall, in the opinion of Seller’s assetsthe Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or exercising any authority or control respecting management or disposition not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this Section 9.09 shall survive the payment of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsall Obligations.

Indemnification Limitation of Liability. (a) Each party 1. Purchaser agrees to indemnify and hold harmless the other ▇▇▇▇▇▇▇▇ and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ ’ actions taken or not taken in compliance with this Sales Purchase Plan or arising out of or attributable to any breach by Seller Purchaser of this Sales Purchase Plan (including SellerPurchaser’s representations and warranties hereunder) or any violation by Seller Purchaser of applicable laws or regulations. This indemnification shall survive termination of this Sales Purchase Plan. (b) 2. Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller Purchaser for: (i) special, special indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, oror ​ (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 23. Seller Purchaser acknowledges and agrees that in performing SellerPurchaser’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of SellerPurchaser’s assets, or exercising any authority or control respecting management or disposition of SellerPurchaser’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller Purchaser or SellerPurchaser’s assets. Without limiting the foregoing, Seller Purchaser further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to SellerPurchaser’s assets.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify and hold harmless the other and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ agrees to indemnify, defend, and hold harmless Participant from and against any and all third-party claims, costs and expenses (including attorneys’ fees and expenses), demands, actions taken and liabilities of every kind and character whatsoever arising or not taken resulting in compliance with any way from AAOS’s breach of its obligations under this Sales Plan Agreement, absent the gross negligence or arising out willful misconduct of or attributable Participant. All of the foregoing rights of indemnification shall apply to any breach expenses incurred by Seller Participant in defending itself against claims of this Sales Plan gross negligence or willful misconduct unless a court of competent jurisdiction concludes in a final judgment that such party seeking indemnification has committed gross negligence or willful misconduct. Participant agrees to indemnify, defend, and hold harmless AAOS and its data warehouse service provider (if any) or cloud-based service provider (if any) from and against any and all third-party claims, costs and expenses (including Sellerattorneys’ fees and expenses), demands, actions and liabilities of every kind and character whatsoever arising or resulting in any way from Participant’s representations and warranties hereunder) breach of its obligations under this Agreement, absent the gross negligence or any violation by Seller willful misconduct of applicable laws or regulationsAAOS. This All of the foregoing rights of indemnification shall survive termination apply to any expenses incurred by AAOS and any independent data warehouse service provider in defending themselves, respectively, against claims of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not gross negligence or willful misconduct unless a court of competent jurisdiction concludes in a final judgment that such party seeking indemnification has committed gross negligence or willful misconduct. Under no circumstances will either party be liable to Seller for: (i) special, indirect, punitive, exemplary the other for any indirect or consequential damages, or incidental losses or damages of any kind, even if including lost profits (whether or not the parties have been advised of the possibility of such losses loss or damages or if such losses or damages could have been reasonably foreseen, or (iidamage) arising in any failure to perform or to cease performance or any delay way in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”connection with this Agreement. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify and hold harmless the other and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇agrees to indemnify, defend, and hold harmless Participant from and against any and all third-party claims, costs and expenses (including attorneys’ fees and expenses), demands, actions and liabilities of every kind and character whatsoever arising or resulting in any way from ▇▇▇▇’▇ actions taken breach of its obligations under this Participant Agreement, absent the negligence or not taken in compliance with this Sales Plan or arising out misconduct of or attributable Participant. All of the foregoing rights of indemnification shall apply to any breach expenses incurred by Seller Participant in defending itself against claims of this Sales Plan (including Seller’s representations and warranties hereunder) negligence or any violation by Seller misconduct unless a court of applicable laws competent jurisdiction concludes in a final judgment that Participant has committed negligence or regulations. This indemnification shall survive termination of this Sales Planmisconduct. (b) Notwithstanding any other provision hereofParticipant agrees to indemnify, defend, and hold harmless AANI, AAN, and ▇▇▇▇▇’▇ Vendor, from and against any and all third-party claims (including claims made by Participant’s Vendor or Participant’s physicians), costs and expenses (including attorneys’ fees and expenses), demands, actions and liabilities of every kind and character whatsoever arising or resulting in any way from Participant’s breach of its obligations, representations or warranties, under this Participation Agreement, absent the negligence or misconduct of AANI. All of the foregoing rights of indemnification shall apply to any expenses incurred by AANI, AAN or AANI’s Vendor in defending themselves, respectively, against claims of negligence or misconduct unless a court of competent jurisdiction concludes in a final judgment that ▇▇▇▇, AAN, or ▇▇▇▇’▇ shall not Vendor has committed negligence or misconduct. c) Under no circumstances will either Party be liable to Seller for: (i) special, indirect, punitive, exemplary the other for any indirect or consequential damages, or incidental losses or damages of any kind, even if including lost profits (whether or not the Parties have been advised of the possibility of such losses loss or damages or if such losses or damages could have been reasonably foreseen, or (iidamage) arising in any failure to perform or to cease performance or any delay way in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”connection with this Participation Agreement. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party a. The Corporation covenants and agrees to indemnify and to hold the Agent harmless the other and its directors, officers, employees and affiliates from and against all any claims, lossesactions, damages judgments, liabilities, costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of Agent’s performance of its duties under this Agreement in accordance with the terms hereof, other than claims arising as a result of Agent’s gross negligence or willful misconduct. Promptly after the receipt by the Agent of notice of any demand or claim, or the commencement of any action, suit, proceeding or investigation relating to its duties under this Agreement, the Agent shall notify the Corporation thereof in writing. The Corporation shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. Neither Agent nor Corporation will, without the other’s prior written consent, settle or compromise or consent to the entry of any judgment to any pending or threatened action in respect of which indemnification may be sought hereunder. For the purposes of this Section 9, the phrase “any costs, expenses (including reasonable fees of its legal counsel), losses or damages” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled, and liabilities (all reasonable costs and expenses, including, without limitationbut not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any legal such action, suit, proceeding or other expenses reasonably incurred investigation. b. Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with defending this Agreement, or investigating from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid or payable hereunder by the Corporation to Agent as fees and charges, but not including reimbursable expenses. c. The Corporation and Agent understand and agree that Agent is not liable for failure of the bank into which the Subscription Funds are deposited and Corporation understands and agrees that any such action or claim) arising out Federal Deposit Insurance Corporation insurance will be insufficient to cover the vast majority of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or funds received by Agent in connection with its duties and Corporation further understands, agrees, and directs that Agent need not taken in compliance with this Sales Plan or arising out and will not procure any additional insurance against bank failure of or attributable to any breach by Seller its depository institution. The provisions of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification Section 9 shall survive the termination of this Sales PlanAgreement and Agent’s resignation or removal hereunder. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify 12.1 By JW. JW will indemnify, defend and hold harmless the other TSVT, its Affiliates, and its and their respective directors, officers, employees and affiliates agents, and the respective successors, heirs and assigns of any of the foregoing, (individually and collectively, the “TSVT Indemnitee(s)”) from and against all losses, liabilities, damages, judgments, awards, costs and expenses (including reasonable attorneys’ fees and expenses of litigation), including, without limitation, bodily injury, risk of bodily injury, death and property damage (individually and collectively, “Losses”) incurred by or imposed upon any of the TSVT Indemnitees in connection with any claims, lossesdemands, damages and liabilities actions, suits, judgments or other proceedings by any Third Party arising out of any theory of liability (including, without limitation, actions in the forms of tort, warranty, or strict liability, and regardless of whether the action has any legal factual basis) (individually and collectively, “Third Party Claims”) to the extent arising from: (a) the Exploitation of the Products by or other expenses reasonably incurred in connection with defending on behalf of JW or investigating any such action of its Affiliates, Sublicensees or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan Subcontractors (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. product liability claim); (b) Notwithstanding any other provision hereofthe gross negligence, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) specialomissions or willful misconduct of JW or its Affiliates, indirect, punitive, exemplary Sublicensees or consequential damagesSubcontractors, or incidental losses or damages any JW Indemnitees; (c) JW’s breach of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor representations or warranties made in or pursuant to this Agreement or any JW covenants or obligations set forth in or entered into pursuant to this Agreement; (d) the use of their respective officersany Product or the TSVT IP outside the scope of this Agreement; or (e) failure of JW or its Affiliates, employees Sublicensees or other representatives is exercising Subcontractors to abide by any discretionary authority or discretionary control respecting management Applicable Laws;, in each case of Seller’s assetsclauses (a) through (e) above, or exercising except to the extent such Losses arise out of any authority or control respecting management or disposition matter for which TSVT has obligations of Seller’s assetsindemnification pursuant to Section 12.2, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting which each Party will indemnify the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of other in proportion to their respective officers, employees or other representatives has provided any “investment advice” within the meaning of liability for such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsLosses.

Indemnification Limitation of Liability. (a) Each party agrees In addition to any and all rights of indemnification or any other rights of the Note Insurer pursuant hereto or under law or equity, the Servicer, the Issuer and the Originator and any successor thereto agree to pay, and to protect, indemnify and hold harmless save harmless, the other Note Insurer and its officers, directors, officersshareholders, employees employees, agents and affiliates each person, if any, who controls the Note Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Ambac Indemnified Parties”) from and against any and all claims, losses, damages and liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Ambac Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature (but excluding lost profits and other consequential damages) arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any act or omission of any COAF Company in connection with the offering, issuance, sale or delivery of the Notes other than by reason of false or misleading Note Insurer Information or Underwriter Information; (ii) any untrue statement or alleged untrue statement of a material fact contained in any of the Capital One Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any COAF Company; (iv) the violation by any COAF Company of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Notes or the transactions contemplated by the Transaction Documents; (v) the violation by any COAF Company of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Receivables, including, without limitation, any consumer protection, lending and disclosure laws or any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Receivables; (vi) the breach by the Servicer, the Issuer or the Originator of any of its obligations under this Insurance Agreement or any of the other Transaction Documents (other than breaches under Section 3.2 of the Purchase Agreement or Sections 2.2, 3.2, 3.3, 3.4 or 3.5 of the Sale and Servicing Agreement); and (vii) the breach by the Servicer, the Issuer or the Originator of any representation or warranty on the part of the Servicer, the Issuer or the Originator contained in this Insurance Agreement or any of the other Transaction Documents or in any certificate or report furnished or delivered to the Note Insurer thereunder other than any breach for which the remedy under the Transaction Documents is the repurchase of a Receivable, provided that such Receivable has been repurchased in accordance with the Transaction Documents. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (b) In addition to any and all rights of indemnification or any other rights of the Servicer, the Issuer and the Originator pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Servicer, the Issuer and the Originator and their respective officers, directors, shareholders, employees, agents and each person, if any, who controls the Servicer, the Issuer or the Originator within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Capital One Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Capital One Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Note Insurer Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) a breach of any of the representations, warranties or agreements of Ambac contained in Section 2.06 hereof; or (iii) any failure of the Note Insurer to make a payment required to be made under the Policies. (c) Any party which proposes to assert the right to be indemnified under this Section 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the indemnifying party under this Section 3.04(c), notify the indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses reasonably other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with defending or investigating the defense thereof. The indemnified party shall have the right to employ its counsel in any such action or claim) arising out the defense of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken which is assumed by the indemnifying party in compliance accordance with this Sales Plan or arising out of or attributable to any breach by Seller the terms of this Sales Plan subsection (including Seller’s representations c), but the fees and warranties hereunder) or any violation expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by Seller of applicable laws or regulationssuch indemnified party has been authorized by the indemnifying party. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ The indemnifying party shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages for any settlement of any kind, even if advised of the possibility of such losses action or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond claim effected without its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”consent. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party a. GMR agrees to indemnify indemnify, defend and hold harmless LLT, its successors, assigns, parents and subsidiaries and the officers, directors and employees of each of them, from and against any and all claims, losses, actions, damages, expenses and all other liabilities, including, but not limited to, costs and attorneys' fees (collectively, "Claim(s)") arising out of or in connection with (i) the inaccuracy or breach of any representation, warranty, covenant or other terms or conditions of this Agreement by GMR or any of its agents, assigns, contractors or their employees, or (ii) the negligence or misconduct of GMR or any of its agents, assigns, contractors or their employees. b. LLT agrees to indemnify, defend and hold harmless GMR, its successors, assigns, parents and subsidiaries and the officers, directors and employees of each of them, from and against any and all Claims arising out of or in connection with (i) the inaccuracy or breach of any representation, warranty, covenant or other term or condition of this Agreement by LLT or any of its agents, assigns, contractors or their employees, (ii) the negligence or misconduct of LLT or any of its agents, assigns, contractors or their employees, or (iii) any claim related to the manufacture, distribution or use of slot tickets with respect to Ticket Advertising sold. c. The obligations of GMR and LLT to indemnify, defend and hold harmless the other and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal will survive the termination or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller expiration of this Sales Plan (including Seller’s representations and warranties Agreement. Except for third party claims for which a party may be required to provide indemnification hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan, NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, LOST PROFITS, LOST OPPORTUNITIES OR LOST REVENUES OR PUNITIVE OR EXEMPLARY DAMAGES, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees Subject to indemnify and hold harmless Section 6.04(b), (i) a Member, in its capacity as such, shall have no fiduciary or other duty to the other and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitationCompany, any legal other Member or any other expenses reasonably incurred Person that is a Party or is otherwise bound by this Agreement other than the implied contractual covenant of good faith and fair dealing and (ii) such Member shall not be liable in connection damages to the Company, any other Member or any other Person that is a Party or is otherwise bound by this Agreement by reason of, or arising from or relating to the operations, business or affairs of, or any action taken or failure to act on behalf of, the Company, except to the extent that it is determined by a final, non-appealable order of a court of competent jurisdiction that any of the foregoing was caused by (x) a breach or violation of the implied contractual covenant of good faith and fair dealing or the duties imposed -54- by Section 6.04(b), (y) actual fraud or willful misconduct, or, (z) with defending or investigating respect to any such criminal action or claim) arising out proceeding, conduct of or attributable a Member that such Member had reasonable cause to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Planbelieve was unlawful. (b) Notwithstanding any other provision hereofExcept with respect to the Managing Member’s Right to Compete and the fiduciary duties related thereto, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ which duties are hereby disclaimed, the Managing Member shall have fiduciary duties of loyalty and care to the Company similar to that of directors and officers of for-profit corporations organized under the General Corporation Law of the State of Delaware. (c) To the maximum extent permitted by applicable law, but subject to the provisions of this Section 6.04, the Members and the Managing Member (each an “Indemnitee”), each as provided below, will not be liable for, and will be indemnified and held harmless by the Company against, any and all claims, actions, demands, losses, damages, liabilities, costs or expenses, including attorneys’ fees, court costs, and costs of investigation, actually and reasonably incurred by any such Indemnitee (collectively, “Indemnified Losses”) arising from any civil, criminal or administrative proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason of its being a Member or the Managing Member, whether or not it continues to Seller for: be such at the time any such Indemnified Loss is paid or incurred, except to the extent that any of the foregoing is determined by a final, non-appealable order of a court of competent jurisdiction to (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoingManaging Member, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed have been caused by any such person will serve as a primary basis for investment decisions breach of the duties imposed by Section 6.04(b), (ii) with respect to Seller’s assetsall Indemnitees, have been caused by a willful breach of the terms of this Agreement or the actual fraud, gross negligence, willful misconduct or bad faith of such persons, or (iii) with respect to criminal matters, have occurred in connection with activity that an Indemnitee had reason to believe was unlawful. IT IS THE EXPRESS INTENT OF THE PARTIES THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ANY LOSS THAT HAS RESULTED FROM OR IS ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF THE INDEMNITEE. (d) To the maximum extent permitted by applicable law, expenses incurred by an Indemnitee in defending any proceeding (except a proceeding by or in the right of the Company or brought by any of the Members against such Indemnitee), will be paid by the Company in advance of the final disposition of the proceeding, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay such amount if such Indemnitee is determined pursuant to this Section 6.04 or adjudicated to be ineligible for indemnification, which undertaking will be an unlimited general obligation of the Indemnitee but need not be secured unless so determined by the Managing Member. (e) Any indemnification pursuant to this Section 6.04 will be made only out of the assets of the Company and will in no event cause any Member to incur any personal liability nor shall it result in any liability of the Members to any third party. (f) The rights of indemnification provided in this Section 6.04 are in addition to any rights to which an Indemnitee may otherwise be entitled by contract (including advancement of expenses) or as a matter of law. -55- 6.05

Indemnification Limitation of Liability. (a) Each party agrees Subject to indemnify and hold harmless Section 6.04(b), (i) a Member, in its capacity as such, shall have no fiduciary or other duty to the other and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitationCompany, any legal other Member or any other expenses reasonably incurred Person that is a party to or is otherwise bound by this Agreement other than the implied contractual covenant of good faith and fair dealing and (ii) such Member shall not be liable in connection damages to the Company, any other Member or any other Person that is a party to or is otherwise bound by this Agreement by reason of, or arising from or relating to the operations, business or affairs of, or any action taken or failure to act on behalf of, the Company, except to the extent that it is determined by a final, non-appealable order of a court of competent jurisdiction that any of the foregoing was caused by (x) a breach or violation of the implied contractual covenant of good faith and fair dealing or the duties imposed by Section 6.04(b), (y) actual fraud or willful misconduct, or, (z) with defending or investigating respect to any such criminal action or claim) arising out proceeding, conduct of or attributable a Member that such Member had reasonable cause to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Planbelieve was unlawful. (b) Notwithstanding any other provision hereofExcept with respect to the Managing Member’s Right to Compete and the fiduciary duties related thereto, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ which such duties are hereby expressly disclaimed, the Managing Member shall have fiduciary duties of loyalty and care to the Company similar to that of directors and officers of for-profit corporations organized under the General Corporation Law of the State of Delaware. (c) To the maximum extent permitted by applicable law, but subject to the provisions of this Section 6.04, the Members and the Managing Member (each an “Indemnitee”), each as provided below, will not be liable for, and will be indemnified and held harmless by the Company against, any and all claims, actions, demands, losses, damages, liabilities, costs or expenses, including attorneys’ fees, court costs, and costs of investigation, actually and reasonably incurred by any such Indemnitee (collectively, “Indemnified Losses”) arising from any civil, criminal or administrative proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason of its being a Member or the Managing Member, whether or not it continues to Seller for: be such at the time any such Indemnified Loss is paid or incurred, except to the extent that any of the foregoing is determined by a final, non-appealable order of a court of competent jurisdiction to (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoingManaging Member, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed have been caused by any such person will serve as a primary basis for investment decisions breach of the duties imposed by Section 6.04(b), (ii) with respect to Seller’s assetsall Indemnities, have been caused by a willful breach of the terms of this Agreement or the actual fraud, gross negligence, willful misconduct or bad faith of such persons, or (iii) with respect to criminal matters, have occurred in connection with activity that an Indemnitee had reason to believe was unlawful. IT IS THE EXPRESS INTENT OF THE COMPANY THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ANY LOSS THAT HAS RESULTED FROM OR IS ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF THE INDEMNITEE. (d) To the maximum extent permitted by applicable law, expenses incurred by an Indemnitee in defending any proceeding (except a proceeding by or in the right of the Company or brought by any of the Members against such Indemnitee), will be paid by the Company in advance of the final disposition of the proceeding, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay such amount if such Indemnitee is determined pursuant to this Section 6.04 or adjudicated to be ineligible for indemnification, which undertaking will be an unlimited general obligation of the Indemnitee but need not be secured unless so determined by the Managing Member. (e) Any indemnification pursuant to this Section 6.04 will be made only out of the assets of the Company and will in no event cause any Member to incur any personal liability nor shall it result in any liability of the Members to any third party. (f) The rights of indemnification provided in this Section 6.04 are in addition to any rights to which an Indemnitee may otherwise be entitled by contract (including advancement of expenses) or as a matter of law.

Indemnification Limitation of Liability. (a) Each party agrees to 8.1 Knight shall defend, indemnify and hold harmless the other and its directorsAdvaxis, Advaxis’s affiliates, their agents, employees, officers, employees directors and affiliates permitted successors and assigns (each, an “Advaxis Indemnitee”), from and against all claimsany liabilities, losses, damages claims, actions, demands, damages, costs, expenses, settlements made or reasonably approved by Knight, and liabilities judgments (includingincluding reasonable attorneys’ fees and other costs of litigation) (hereinafter referred to as “Liabilities”), without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) directly arising out of or related to the use, labeling, storage, handling, marketing, promotion, import, export, sale or distribution of Product by Knight or the breach of any covenant, warranty or representation by Knight or Knight’s negligence, omissions or willful misconduct, except to the extent that such Liabilities are directly attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken the breach of this Agreement by Advaxis or not taken in compliance with this Sales Plan any negligence or willful misconduct by Advaxis. 8.2 Advaxis shall defend, indemnify and hold harmless Knight, Knight’s affiliates, their agents, employees, officers, directors and permitted successors and assigns (each, a “Knight Indemnitee”), from any liabilities, losses, claims, actions, demands, damages, costs, expenses, settlements made or reasonably approved by Advaxis, and judgments (including reasonable attorneys’ fees and other costs of litigation), directly arising out of or related to (i) the breach of any covenant, warranty or representation by Advaxis, (ii) Advaxis’s negligence, omissions or willful misconduct, or (iii) a claim or allegation by a third party that Products infringe or misappropriate a patent, trademark or trade secret right of such third party. In addition, Advaxis shall indemnify, defend and hold Knight Indemnitees harmless from and against any third party due to damage to property, personal injury or death arising from a defect in the Products, except to the extent that such damage to property, personal, injury or death: (a) are directly attributable to any the breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation Agreement by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Knight, (b) Notwithstanding result from any negligent or willful misconduct by Knight, (c) result through no fault of Advaxis during shipment to Knight, (d) result by accident, negligence or misuse on the part of anyone other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damagesthan Advaxis, or incidental losses or damages of any kind, even if advised (e) result from an alteration of the possibility Product by any party other than Advaxis, except to the extent that such Liabilities are directly attributable to the breach of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance this Agreement by Knight or any delay in performance that results from a cause negligence or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”willful misconduct by Knight. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party Consultant specifically and expressly agrees to indemnify indemnify, defend, and hold harmless the other Company and its officers, directors, officers, employees and affiliates agents (hereinafter collectively “Indemnitees”) against and from any and against all claims, demands, suits, losses, costs and damages of every kind and liabilities (includingdescription, without limitationincluding attorneys’ fees and/or litigation expenses, brought or made against or incurred by any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan the Indemnitees resulting from or arising out of the acts, errors or attributable omissions of Consultant, its employees, agents, representatives or Subcontractors of any tier, their employees, agents or representatives in the performance or nonperformance of Consultant’s obligations under this Contract or in any way related to this Contract. The indemnity obligations under this Article shall include without limitation: a. Loss of or damage to any breach by Seller property of this Sales Plan (including Seller’s representations and warranties hereunder) Company, Consultant or any violation by Seller third party; b. Bodily injury to, or death of applicable any person(s), including without limitation employees of Company, or of Consultant or its Subcontractors of any tier; and c. Claims arising out of workers’ compensation, unemployment compensation, or similar such laws or regulationsobligations applicable to employees of Consultant or its Subcontractors of any tier. This indemnification Consultant’s indemnity obligations owing to Indemnitees under this Article are not limited by any applicable insurance coverage identified in ARTICLE 17, INSURANCE. Consultant’s indemnity obligation under this Article shall survive termination not extend to any liability caused by the sole negligence of any of the Indemnitees. For Work performed in the States of Oregon and Washington, and to the limited extent that this Sales Plan. (b) Notwithstanding Contract requires Consultant to perform Work meeting the statutory definition of “construction” in either of the above-referenced states, Consultant’s indemnity obligations under this Article shall extend only to liability for damage arising out of death or bodily injury to persons or damage to property to the extent that the death or bodily injury to persons or damage to property arises out of the fault of Consultant, or the fault of Consultant’s agents, representatives or Subcontractors. With respect to Consultant’s indemnity obligations to Company, Consultant specifically and expressly waives any immunity under either Industrial Insurance, Title 51, RCW, or Workers’ Compensation Law, Chapter 656, ORS, and acknowledges that this waiver was mutually negotiated by the Parties hereinThe invalidity, in whole or in part, of any of the foregoing paragraphs will not affect the remainder of such paragraph or any other provision hereofparagraphs in this Article. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR ANY OTHER NON-DIRECT DAMAGES , WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S LIABILITY UNDER THIS CONTRACT OR OTHERWISE ARISING OUT OF THIS CONTRACT REGARDLESS OF THE FORM OF ACTION, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL CONTRACT PRICE. The limitations set forth in this Article shall not be liable apply to Seller for: (i) specialclaims to the extent paid out of proceeds from insurance coverage Consultant is required to carry as identified in ARTICLE 17, indirectINSURANCE, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results Consultant’s third party indemnity obligations under this Contract, (iii) damages resulting from a cause or circumstance that is beyond its reasonable controlConsultant’s breach of ARTICLE 17, including but not limited to failure of electronic or mechanical equipmentINSURANCE, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21iv) damages resulting from breach of the Employee Retirement Income Security Act of 1974confidentiality provisions set forth herein, as amended, gross negligence or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsintentional misconduct.

Indemnification Limitation of Liability. (a) Each party agrees to Vendor shall indemnify and hold harmless DOA, the other State and its directors, their respective officers, employees and affiliates attorneys (“Indemnified Parties”) from any and all liability, suits, actions, claims or damages, together with all reasonable costs and expenses (including attorneys’ fees), arising out of Vendor’s breach of the Agreement, or the negligent, reckless, intentional or other tortious, fraudulent, illegal, or unlawful conduct of Vendor or any subcontractor, or their respective officers, employees, contract employees or agents, arising out of or related to this Agreement (“Claims”). If DOA notifies Vendor in writing of a Claim against all claimsan Indemnified Party, losses, damages and liabilities (including, without limitation, any legal Claim based on Vendor’s disclosure of or failure to safeguard any personal financial or other expenses reasonably incurred Confidential Material, Vendor will defend such Claim at Vendor’s expense if so requested by DOA, in connection with defending DOA’s sole discretion. Vendor will pay any costs or investigating damages that may be finally awarded against an Indemnified Party. Except for fees that may be due and owing as set forth in Section 2 above and Exhibit 1 hereto, and notwithstanding anything to the contrary in this Agreement, neither DOA, the State, nor any such officers, employees or attorneys of the foregoing, shall have any liability to Vendor or any other party for fees (including attorneys’ fees), expenses, suits, actions, claims or damages, whether direct or indirect, compensatory or punitive, actual or consequential, in or for actions, claims, causes of action or claim) rights, including alleged indemnification rights, arising out of or attributable related in any way to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable Agreement. Notwithstanding anything to any breach by Seller the contrary herein, no provision of this Sales Plan (including Seller’s representations and warranties hereunder) Agreement shall constitute or any violation by Seller be construed as an indemnification obligation in favor of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damagesVendor, or incidental losses a waiver or damages limitation of any kindright of DOA or the State that may exist under applicable law. Notwithstanding anything to the contrary herein, even if advised of to the possibility of such losses or damages or if such losses or damages could have been reasonably foreseenextent available under applicable law, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable controlDOA and the State, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees and attorneys, expressly reserve all rights, claims, arguments, defenses and immunities, including, without limitation, claims or defenses based on sovereign immunity, qualified immunity and other representatives is exercising any discretionary authority statutory or discretionary control respecting management common law rights, claims, defenses or immunities; provided, however, that Vendor shall have the right to seek to enforce this Agreement in the courts of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsthis State.

Indemnification Limitation of Liability. (a) Each party TWX covenants and agrees to indemnify and to hold the Depository harmless against any unreasonable, documented and itemized costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Depository pursuant hereto; provided that such covenant and agreement does not extend to, and the Depository shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Depository as a result of, or arising out of, its negligence, gross negligence, recklessness, bad faith or willful misconduct or, subject to the provisions of Section 24 of this Agreement, failure of its record systems. Promptly after the receipt by the Depository of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Depository shall, if a claim in respect thereof is to be made against TWX, notify TWX thereof in writing. TWX shall be entitled to participate at its own expense in the defense of any such claim or proceeding and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. In the event that TWX assumes the defense of any such suit or of any other legal action or proceeding, the Depository agrees to cooperate fully in such defense as and its directorsif requested by TWX. In addition, officersif TWX assumes the defense of any such suit, employees or of any other legal action or proceeding notwithstanding any other provision hereof, the Depository shall not be entitled to reimbursement of counsel fees for separate counsel the Depository may retain with respect to such suit or other legal action or proceeding. For the purposes of this Section 13, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Depository, and affiliates all reasonable, documented and itemized costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. The Depository shall be responsible for and shall indemnify and hold TWX harmless from and against any and all claims, losses, damages damages, costs, charges, counsel fees, payments, expenses and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) liability arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken the Depository’s refusal or failure to comply with the terms of this Agreement, or which arise out of Depository’s recklessness, bad faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Depository hereunder, for which the Depository is not taken entitled to indemnification under this Agreement; provided, however, that Depository’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in compliance connection with this Sales Plan Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed one million U.S. dollars ($1,000,000). The foregoing limitation shall not apply to losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Depository’s recklessness, bad faith or willful misconduct or any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any Depository of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsconfidentiality obligations.

Indemnification Limitation of Liability. (a) Each party agrees In addition to any and all rights of indemnification or any other rights of the Note Insurer pursuant hereto or under law or equity, the Servicer, the Issuer and the Originator and any successor thereto agree to pay, and to protect, indemnify and hold harmless save harmless, the other Note Insurer and its officers, directors, officersshareholders, employees employees, agents and affiliates each person, if any, who controls the Note Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Ambac Indemnified Parties”) from and against any and all claims, losses, damages and liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Ambac Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature (but excluding lost profits and other consequential damages) arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any act or omission of any COAF Company in connection with the offering, issuance, sale or delivery of the Notes other than by reason of false or misleading Note Insurer Information or Underwriter Information; (ii) any untrue statement or alleged untrue statement of a material fact contained in any of the Capital One Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any COAF Company; (iv) the violation by any COAF Company of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Notes or the transactions contemplated by the Transaction Documents; (v) the violation by any COAF Company of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Receivables, including, without limitation, any consumer protection, lending and disclosure laws or any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Receivables; (vi) the breach by the Servicer, the Issuer or the Originator of any of its obligations under this Insurance Agreement or any of the other Transaction Documents (other than breaches under Section 3.2 of the Purchase Agreement or Sections 2.2, 3.2, 3.3, 3.4 or 3.5 of the Sale and Servicing Agreement); and (vii) the breach by the Servicer, the Issuer or the Originator of any representation or warranty on the part of the Servicer, the Issuer or the Originator contained in this Insurance Agreement or any of the other Transaction Documents or in any certificate or report furnished or delivered to the Note Insurer thereunder other than any breach for which the remedy under the Transaction Documents is the repurchase of a Receivable, provided that such Receivable has been repurchased in accordance with the Transaction Documents. In addition, the Servicer will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (b) In addition to any and all rights of indemnification or any other rights of the Servicer, the Issuer and the Originator pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Servicer, the Issuer and the Originator and their respective officers, directors, shareholders, employees, agents and each person, if any, who controls the Servicer, the Issuer or the Originator within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Capital One Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Capital One Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Note Insurer Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) a breach of any of the representations, warranties or agreements of Ambac contained in Section 2.06 hereof; or (iii) any failure of the Note Insurer to make a payment required to be made under the Policies. (c) Any party which proposes to assert the right to be indemnified under this Section 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the indemnifying party under this Section 3.04(c), notify the indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses reasonably other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with defending or investigating the defense thereof. The indemnified party shall have the right to employ its counsel in any such action or claim) arising out the defense of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken which is assumed by the indemnifying party in compliance accordance with this Sales Plan or arising out of or attributable to any breach by Seller the terms of this Sales Plan subsection (including Seller’s representations c), but the fees and warranties hereunder) or any violation expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by Seller of applicable laws or regulationssuch indemnified party has been authorized by the indemnifying party. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ The indemnifying party shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages for any settlement of any kind, even if advised of the possibility of such losses action or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond claim effected without its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”consent. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees to 7.1 Contractor shall indemnify and hold harmless the other and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ COUNTY, its agents and employees, from any and all liability, suits, actions taken or not taken in compliance claims, together with this Sales Plan or all reasonable costs and expenses (including attorneys’ fees) directly arising out of (A) the negligence or attributable to other wrongful conduct of the Contractor, its agents or employees, or (B) Contractor’s breach of any breach by Seller material provision of this Sales Plan Agreement not cured after due notice and opportunity to cure, provided as to (including Seller’s representations and warranties hereunderA) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan.(B) that (bi) Notwithstanding any other provision hereof, ▇Contractor shall have been notified promptly in writing by ▇▇▇▇▇ ▇▇COUNTY of any notice of such claim; and (ii) Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise. Contractor shall not be liable for any liability, suits, actions or claims directly arising out of the negligence of ▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”COUNTY. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇7.2 If ▇▇▇▇▇ ▇▇COUNTY promptly notifies Contractor in writing of a third party claim against ▇▇▇▇▇ nor COUNTY that any Deliverable infringes a copyright or a trade secret of any third party, Contractor will defend such claim at its affiliates nor expense and will pay any of their respective officers, employees costs or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees damages that neither ▇may be finally awarded against ▇▇▇▇▇ ▇▇COUNTY. Contractor will not indemnify ▇▇▇▇▇ nor COUNTY, however, if the claim of infringement is caused by (1) ▇▇▇▇▇ COUNTY’s misuse or modification of the Deliverable; (2) ▇▇▇▇▇ COUNTY’s failure to use corrections or enhancements made available by Contractor; (3) ▇▇▇▇▇ COUNTY’s use of the Deliverable in combination with any product or information not owned or developed by Contractor; (4) ▇▇▇▇▇ COUNTY’s distribution, marketing or use for the benefit of third parties of the Deliverable or (5) information, direction, specification or materials provided by Client or any third party. If any Deliverable is, or in Contractor 's opinion is likely to be, held to be infringing, Contractor shall at its affiliates nor any of their respective officersexpense and option either (a) procure the right for ▇▇▇▇▇ COUNTY to continue using it, employees or other representatives has provided any “investment advice” within the meaning of such provisions(b) replace it with a non‐infringing equivalent, (c) modify it to make it non‐infringing. The foregoing remedies constitute ▇▇▇▇▇ COUNTY’s sole and that no views expressed by any such person will serve as a primary basis for investment decisions exclusive remedies and Contractor's entire liability with respect to Seller’s assetsinfringement.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify Buyer shall indemnify, defend and hold harmless the other Gecco and its directorsaffiliates, officersagents, employees employees, officers and affiliates directors harmless from and against any and all claimsliability, lossesdamage, damages and liabilities loss, cost or expense (including, including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimattorneys’ fees) arising out of claims or attributable suits (including fines, penalties, duties, taxes, or any other charges imposed or assessed by any state, federal, foreign or other authority) related to ▇(a) the export, import, transport, use, storage, or handling of the Materials by or on behalf of the Buyer and/or the Buyer-Controlled Third Parties; (b) any breach by Buyer and/or the Buyer-Controlled Third Parties of these T&Cs; and/or (c) Buyer’s or Buyer- Controlled Third Parties’ use, manufacture or commercialization of Buyer’s Products. Gecco’s liability to Buyer shall not exceed the amount (if any) received by Gecco in exchange for the Materials. For the avoidance of doubt, if ▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or has not taken received any cash consideration from the Buyer in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) exchange for the Materials, then Gecco shall have no monetary liability under these T&Cs. In no event shall Gecco or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not its affiliates be liable to Seller for: (i) the Buyer or any of its affiliates or any third party for special, indirect, punitiveconsequential, incidental, exemplary or consequential punitive damages, whether in contract, tort, warranty, negligence, strict liability or incidental losses otherwise, including without limitation, loss of profits or damages of any kindrevenue, even if a representative of Gecco has been advised of the possibility of such losses or damages or damages. In case of force majeure (war, riots, earthquakes, hurricanes, floods, lightning, explosions, energy blackouts, unexpected legislation, lockouts, slowdowns, pandemics and strikes and similar) Gecco will notify the Buyer if such losses or damages could have been reasonably foreseena delay is expected. If it has already come to a delay due to force majeure, or (ii) Gecco and the Buyer will agree whether and how to proceed. In any failure to perform or to cease performance or case, Gecco cannot be held liable for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited due to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”force majeure. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party The Company covenants and agrees to indemnify and to hold the Depositary harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Depositary pursuant hereto; provided, that such covenant and agreement does not extend to, and the Depositary shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Depositary as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct. Promptly after the receipt by the Depositary of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Depositary shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. The Company shall be entitled to participate as its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. For the purposes of this Section 5, the term "expense or loss" means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Depositary, and its directorsall reasonable costs and expenses, officersincluding, employees but not limited to, reasonable counsel fees and affiliates disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. Depositary shall be responsible for and shall indemnify and hold the Company harmless from and against any and all claims, losses, damages damages, costs, charges, counsel fees, payments, expenses and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) liability arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken Depositary’s refusal or not taken in compliance failure to comply with the terms of this Sales Plan Agreement, or arising which arise out of Depositary’s negligence or attributable willful misconduct or which arise out of the breach of any representation or warranty of Depositary hereunder, for which Depositary is not entitled to indemnification under this Agreement; provided, however, that Depositary’s aggregate liability during any breach by Seller term of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) Agreement with respect to Seller , arising from, or Seller’s assets. Without limiting the foregoingin connection with this Agreement, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officersor from all services provided or omitted to be provided under this Agreement, employees whether in contract, or other representatives has provided any “investment advice” within the meaning of such provisionsin tort, or otherwise, is limited to, and that no views expressed shall not exceed, the amounts paid under this Agreement by any such person will serve the Company to Depositary as a primary basis fees and charges, but not including reimbursable expenses, during the twelve (12) calendar months immediately preceding the event for investment decisions with respect to Seller’s assets.which recovery from the Depositary is being sought

Indemnification Limitation of Liability. (a) Each party agrees to 8.1 Contractor shall indemnify and hold harmless the other and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ COUNTY, its agents and employees, from any and all liability, suits, actions taken or not taken in compliance claims, together with this Sales Plan or all reasonable costs and expenses (including attorneys’ fees) directly arising out of (A) the negligence or attributable to other wrongful conduct of the Contractor, its agents or employees, or (B) Contractor’s breach of any breach by Seller material provision of this Sales Plan Agreement not cured after due notice and opportunity to cure, provided as to (including Seller’s representations and warranties hereunderA) or any violation (B) that (i) Contractor shall have been notified promptly in writing by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇COUNTY of any notice of such claim; and (ii) Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise. Contractor shall not be liable for any liability, suits, actions or claims directly arising out of the negligence or other wrongful conduct of ▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”COUNTY. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇8.2 If ▇▇▇▇▇ ▇▇COUNTY promptly notifies Contractor in writing of a third party claim against ▇▇▇▇▇ nor COUNTY that any Deliverable infringes a copyright or a trade secret of any third party, Contractor will defend such claim at its affiliates nor expense and will pay any of their respective officers, employees costs or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees damages that neither ▇may be finally awarded against ▇▇▇▇▇ ▇▇COUNTY. Contractor will not indemnify ▇▇▇▇▇ nor COUNTY, however, if the claim of infringement is caused by (1) ▇▇▇▇▇ COUNTY’s misuse or modification of the Deliverable; (2) ▇▇▇▇▇ COUNTY’s failure to use corrections or enhancements made available by Contractor; (3) ▇▇▇▇▇ COUNTY’s use of the Deliverable in combination with any product or information not owned or developed by Contractor; (4) ▇▇▇▇▇ COUNTY’s distribution, marketing or use for the benefit of third parties of the Deliverable or (5) information, direction, specification or materials provided by ▇▇▇▇▇ COUNTY or any third party. If any Deliverable is, or in Contractor 's opinion is likely to be, held to be infringing, Contractor shall at its affiliates nor any of their respective officersexpense and option either (a) procure the right for ▇▇▇▇▇ COUNTY to continue using it, employees (b) replace it with a non‐infringing equivalent, or other representatives has provided any “investment advice” within the meaning of such provisions, (c) modify it to make it non‐ infringing. The foregoing remedies constitute ▇▇▇▇▇ COUNTY’s sole and that no views expressed by any such person will serve as a primary basis for investment decisions exclusive remedies and Contractor's entire liability with respect to Seller’s assetsinfringement.

Indemnification Limitation of Liability. (a) Each party agrees to To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify and hold harmless MPW and any MPW customer connected with the other provision of Services hereunder, and its directorstheir respective parents, subsidiaries, affiliates, agents, officers, directors and employees and affiliates from and against all claims, lossesdamages, damages suits, liabilities, costs, charges, demands, losses and liabilities other expenses (including, without limitationbut not limited to, attorney's fees) 1) arising in any legal way out of this Agreement or other expenses reasonably incurred the Services, or 2) otherwise attributable to bodily injury, sickness, disease or death or to injury to or destruction of tangible property, including the loss of use resulting therefrom, or to imposition of fines or penalties by governmental agencies or bodies, in connection with defending or investigating any such action or claim) way arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken resulting in whole or not taken in compliance with this Sales Plan or arising out part from (a) the performance of or attributable failure to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. perform CONTRACTOR'S obligations under the Agreement; (b) Notwithstanding the inaccuracy of any representation or warranty of CONTRACTOR contained in the Agreement; or (c) any negligent act or omission of CONTRACTOR, any subcontractor or their respective employees, agents or other representatives or anyone else directly or indirectly employed by any of them or otherwise acting under any of their supervision or control, regardless of whether or not it is caused in part by a party indemnified hereunder. This obligation is in addition to any other provision hereofright or obligation of indemnity to which the parties indemnified hereby may be entitled. In the event and to the extent that a claim is made by an employee of CONTRACTOR against an indemnitee hereunder, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the intent of this Section 6 is that CONTRACTOR shall, and it hereby agrees to, indemnify MPW, and MPW's parents, subsidiaries, affiliates, agents, officers, directors and employees to the same extent as if the claim were made by a non-employee of CONTRACTOR. Accordingly, in addition to the above provisions, and in order to render the Parties' intent and this indemnity agreement fully enforceable, CONTRACTOR, in any indemnification claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Workers' Compensation Laws or any other statute or judicial decision, disallowing or limiting such indemnification and consents to a cause of action for indemnity. MPW shall not be liable to Seller for: (i) specialCONTRACTOR for any incidental, indirectconsequential, punitiveexemplary, exemplary special or consequential punitive damages, or incidental losses or damages including lost profit, regardless of any kind, how characterized and even if MPW has been advised of the possibility of such losses damages, which arise from the performance of this Agreement or damages or if such losses or damages could have been reasonably foreseenin connection with this Agreement, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) regardless of the Employee Retirement Income Security Act form of 1974action (whether in contract, as amendedtort, negligence, strict liability or Section 2510.3-21 otherwise). Hauler and any subcontractors hired or used by CONTRACTOR are required to agree to the indemnification and limitation of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisionsliability provisions contained herein, and that no views expressed any subcontracts issued by any such person will serve as a primary basis CONTRACTOR for investment decisions with respect the Services must contain language similar to Seller’s assetsthis Section 6.

Indemnification Limitation of Liability. (a) Each party ▇▇▇▇▇▇ agrees to indemnify and hold harmless the other ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and its directors, officers, employees and affiliates including but not limited to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to Plan, including, without limitation, any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations; provided, however, that the indemnification provisions of this paragraph E.1.(a) shall not apply in the case of any claims, losses, damages or liabilities resulting from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇’▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ ▇▇▇▇▇ negligence or willful misconduct. Seller will reimburse ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for any and all advance fees, costs and expenses of any kind incurred by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a result of such Losses. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ neither party shall not be liable to Seller the other for: (i) any special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, outbreak or escalation of hostilities or other crisis or calamity, severe weather, market disruptions, material disruptions in securities settlement, payment or clearance services or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify and hold harmless the other and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ . ▇▇▇▇▇▇▇’▇ actions taken or not taken shall exercise reasonable care in compliance with the performance of its duties under this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulationsAgreement. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Company in connection with matters to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable controlwhich this Agreement relates, including but not limited to losses resulting from mechanical breakdowns or the failure of electronic communication or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither power supplies beyond ▇▇▇▇▇▇▇▇'▇ control, except a loss arising out of or relating to ▇▇▇▇▇▇▇▇'▇ refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, the Company shall indemnify and hold harmless ▇▇▇▇▇▇▇▇ nor from and against any and all claims, demands, losses, expenses, and liabilities of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary and every nature (within the meaning of Section 3(21including reasonable attorneys' fees) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor may sustain or incur or that may be asserted against ▇▇▇▇▇▇▇▇ by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to ▇▇▇▇▇▇▇▇ by any duly authorized officer of the Company, such duly authorized officer to be included a list of authorized officers furnished to ▇▇▇▇▇▇▇▇ as amended from to time in writing by resolution of the Board of Directors of the Company. ▇▇▇▇▇▇▇▇ shall indemnify and hold the Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Company may sustain or incur or that may be asserted against the Company by any person arising out of any action taken or omitted to be taken by ▇▇▇▇▇▇▇▇ as a result of ▇▇▇▇▇▇▇▇'▇ refusal or failure to comply with the terms of this Agreement, its affiliates nor bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, ▇▇▇▇▇▇▇▇ shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond ▇▇▇▇▇▇▇▇'▇ control. ▇▇▇▇▇▇▇▇ will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of their respective officers▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees that it shall, employees at all times, have reasonable contingency plans with appropriate parities, making reasonable provisions for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Company shall be entitled to inspect ▇▇▇▇▇▇▇▇'▇ premises and operating capabilities at any time during regular business hours of ▇▇▇▇▇▇▇▇, upon reasonable notice to ▇▇▇▇▇▇▇▇. Notwithstanding the above, ▇▇▇▇▇▇▇▇ reserves the right to reprocess and correct administrative errors at its own expense. B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The Indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other representatives has provided expenses for which it shall seek indemnification under this section. Indemnitee shall in no case confess any “investment advice” within claim or make any compromise in any case in which the meaning of such provisions, and that no views expressed by any such person indemnitor will serve as a primary basis for investment decisions be asked to indemnify the indemnitee except with respect to Seller’s assetsthe indemnitor's prior written consent.

Indemnification Limitation of Liability. (a) Each party agrees In addition to any and all rights of indemnification or any other rights of the Note Insurer pursuant hereto or under law or equity, the Servicer, the Issuer and COAF and any successor thereto agree to pay, and to protect, indemnify and hold harmless save harmless, the other Note Insurer and its officers, directors, officersshareholders, employees employees, agents and affiliates each person, if any, who controls the Note Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Ambac Indemnified Parties”) from and against any and all claims, losses, damages and liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Ambac Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature (but excluding lost profits and other consequential damages) arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any act or omission of any COAF Company in connection with the offering, issuance, sale or delivery of the Notes other than by reason of false or misleading Note Insurer Information or Underwriter Information; (ii) any untrue statement or alleged untrue statement of a material fact contained in any of the Capital One Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any COAF Company; (iv) the violation by any COAF Company of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Notes or the transactions contemplated by the Transaction Documents; (v) the violation by any COAF Company of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Receivables, including, without limitation, any consumer protection, lending and disclosure laws or any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Receivables; (vi) the breach by the Servicer, the Issuer or COAF of any of its obligations under this Insurance Agreement or any of the other Transaction Documents (other than breaches under Section 3.2 of the Purchase Agreement or Sections 2.2, 3.2, 3.3, 3.4 or 3.5 of the Sale and Servicing Agreement); and (vii) the breach by the Servicer, the Issuer or COAF of any representation or warranty on the part of the Servicer, the Issuer or COAF contained in this Insurance Agreement or any of the other Transaction Documents or in any certificate or report furnished or delivered to the Note Insurer thereunder other than any breach for which the remedy under the Transaction Documents is the repurchase of a Receivable, provided that such Receivable has been repurchased in accordance with the Transaction Documents. In addition, the Servicer will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (b) In addition to any and all rights of indemnification or any other rights of the Servicer, the Seller, the Issuer and COAF pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Servicer, the Seller, the Issuer and COAF and their respective officers, directors, shareholders, employees, agents and each person, if any, who controls the Servicer, the Seller, the Issuer or COAF within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Capital One Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Capital One Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Note Insurer Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) a breach of any of the representations, warranties or agreements of Ambac contained in Section 2.06 or 2.07(b) hereof; or (iii) any failure of the Note Insurer to make a payment required to be made under the Policies. (c) In addition to any and all rights of indemnification or any rights of the Servicer, the Seller, the Issuer and COAF pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Capital One Indemnified Parties from and against, any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or expenses (including reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) of any nature arising out of or by reason of: (i) any untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements therein in light of the circumstances in which they were made not misleading contained in the consolidated financial statements of Ambac Assurance Corporation and incorporated by reference into the Exchange Act Reports pursuant to Section 4.08 of this Agreement; or (ii) subject to the limitations on liability set forth in Section 4.08 of this Agreement, any failure of the Note Insurer to comply with its obligations under Section 4.08 of this Agreement. (d) Any party which proposes to assert the right to be indemnified under this Section 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the indemnifying party under this Section 3.04(c), notify the indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses reasonably other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with defending or investigating the defense thereof. The indemnified party shall have the right to employ its counsel in any such action or claim) arising out the defense of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken which is assumed by the indemnifying party in compliance accordance with this Sales Plan or arising out of or attributable to any breach by Seller the terms of this Sales Plan subsection (including Seller’s representations c), but the fees and warranties hereunder) or any violation expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by Seller of applicable laws or regulationssuch indemnified party has been authorized by the indemnifying party. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ The indemnifying party shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages for any settlement of any kind, even if advised of the possibility of such losses action or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond claim effected without its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”consent. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify and hold harmless the other and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ . ▇▇▇▇▇▇▇’▇ actions taken or not taken shall exercise reasonable care in compliance with the performance of its duties under this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulationsAgreement. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Company in connection with matters to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable controlwhich this Agreement relates, including but not limited to losses resulting from mechanical breakdowns or the failure of electronic communication or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither power supplies beyond ▇▇▇▇▇▇▇▇'▇ control, except a loss arising out of or relating to ▇▇▇▇▇▇▇▇'▇ refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, the Company shall indemnify and hold harmless ▇▇▇▇▇▇▇▇ nor from and against any and all claims, demands, losses, expenses, and liabilities of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary and every nature (within the meaning of Section 3(21including reasonable attorneys' fees) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor may sustain or incur or which may be asserted against ▇▇▇▇▇▇▇▇ by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to ▇▇▇▇▇▇▇▇ by any duly authorized officer of the Company, such duly authorized officer to be included in a list of authorized officers furnished to ▇▇▇▇▇▇▇▇ and as amended from time to time in writing by resolution of the Board of Directors of the Company. ▇▇▇▇▇▇▇▇ shall indemnify and hold the Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Company may sustain or incur or that may be asserted against the Company by any person arising out of any action taken or omitted to be taken by ▇▇▇▇▇▇▇▇ as a result of ▇▇▇▇▇▇▇▇'▇ refusal or failure to comply with the terms of this Agreement, its affiliates nor bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, ▇▇▇▇▇▇▇▇ shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond ▇▇▇▇▇▇▇▇'▇ control. ▇▇▇▇▇▇▇▇ will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of their respective officers▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees that it shall, employees at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Company shall be entitled to inspect ▇▇▇▇▇▇▇▇'▇ premises and operating capabilities at any time during regular business hours of ▇▇▇▇▇▇▇▇, upon reasonable notice to ▇▇▇▇▇▇▇▇. Notwithstanding the above, ▇▇▇▇▇▇▇▇ reserves the right to reprocess and correct administrative errors at its own expense. B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. Indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other representatives has provided expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any “investment advice” within claim or make any compromise in any case in which the meaning of such provisions, and that no views expressed by any such person indemnitor will serve as a primary basis for investment decisions be asked to indemnify the indemnitee except with respect to Seller’s assetsthe indemnitor's prior written consent.

Indemnification Limitation of Liability. (a) Each party B▇▇▇▇ agrees to indemnify and hold harmless the other W▇▇▇▇▇▇▇ and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ W▇▇▇▇▇▇▇’▇ ’ actions taken or not taken in compliance with this Sales Purchase Plan or arising out of or attributable to any breach by Seller Buyer of this Sales Purchase Plan (including SellerB▇▇▇▇’s representations and warranties hereunder) or any violation by Seller Buyer of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ W▇▇▇▇▇▇▇ shall not be liable to Seller Buyer for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, ; or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. (c) Notwithstanding any other provision hereof, W▇▇▇▇▇▇▇ shall not be liable to Buyer for (i) the exercise of discretionary authority or discretionary control under this Purchase Plan, if any, or (ii) any failure to effect a purchase required by paragraph A, except for failures to effect purchases as a result of the gross negligence or willful misconduct of W▇▇▇▇▇▇▇. 2. Seller B▇▇▇▇ has consulted with B▇▇▇▇’s own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon W▇▇▇▇▇▇▇ or any person affiliated with W▇▇▇▇▇▇▇ in connection with, B▇▇▇▇’s adoption and implementation of this Purchase Plan. 3. Buyer acknowledges and agrees that in performing SellerB▇▇▇▇’s obligations hereunder neither ▇▇▇▇▇▇ W▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of SellerB▇▇▇▇’s assets, or exercising any authority or control respecting management or disposition of SellerB▇▇▇▇’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller Buyer or SellerBuyer’s assets. Without limiting the foregoing, Seller B▇▇▇▇ further acknowledges and agrees that neither ▇▇▇▇▇▇ W▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to SellerB▇▇▇▇’s assets.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify To the fullest extent permitted by law, the Power Authority shall indemnify, defend, and hold harmless the other and Con Edison, its directorstrustees, officers, employees employees, and affiliates agents (collectively, the “Protected Parties”) from and against any and all direct claims, lossesactions, damages liabilities, damages, costs, and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations without limitation attorney fees and warranties hereunderother legal costs and expenses), whether based in contract, tort or otherwise, which are asserted, suffered, or incurred by any person or entity (including the Power Authority and the Protected Parties) and which arise from, relate to, or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: are connected with (i) specialthe services, indirectgoods and/or materials furnished by Con Edison hereunder or performed by contractors hired by Con Edison, punitiveincluding, exemplary or consequential damagesbut not limited to, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or O&M Services (ii) any failure act or omission of the Power Authority and/or the Power Authority’s Contractors, (iii) (iv) Compliance Modifications and Upgrades, and/or (v) any and all violations of NERC Reliability Standards, NPCC Reliability Standards, FERC, NPCC Directories and/or NPCC Criteria Requirements that occurred prior to perform or the O&M Commencement Date and/or during the Term, until Con Edison has assumed the obligation to cease performance or any delay comply with each individual NERC Reliability Standard, as provided for in performance that results from section 3.1 herein, and (vi) a cause or circumstance that is beyond its reasonable controlbreach of this Composite Agreement by the Power Authority, including but not limited to, any breach of Power Authority’s warranties and representation contained herein . To the fullest extent permitted by law, the Power Authority hereby irrevocably and unconditionally agrees to failure release and forever discharge the Protected Parties from any and all liability for any violations of electronic NERC Reliability Standards, NPCC Reliability Standards, FERC, NPCC Directories and/or NPCC Criteria Requirements and to waive any and all rights to recover any costs, fines and/or penalties from the Protected Parties or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within them in the meaning of Section 3(21) of future for the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of period prior to Con Edison assuming the Regulations promulgated by the United States Department of Labor) obligation to comply with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsNERC Reliability Standards.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify and hold harmless the other and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to ▇▇▇▇▇▇ ▇▇▇agrees to indemnify, defend, and hold harmless Participant from and against any and all third-party claims, costs and expenses (including attorneys’ fees and expenses), demands, actions and liabilities of every kind and character whatsoever arising or resulting in any way from ▇▇▇▇’▇ actions taken breach of its obligations under this Participant Agreement, absent the gross negligence or not taken in compliance with this Sales Plan or arising out willful misconduct of or attributable Participant. All of the foregoing rights of indemnification shall apply to any breach expenses incurred by Seller Participant in defending itself against claims of this Sales Plan (including Seller’s representations and warranties hereunder) gross negligence or any violation by Seller willful misconduct unless a court of applicable laws competent jurisdiction concludes in a final judgment that Participant has committed negligence or regulations. This indemnification shall survive termination of this Sales Planmisconduct. (b) Notwithstanding any other provision hereofParticipant agrees to indemnify, defend, and hold harmless AANI, AAN, and ▇▇▇▇▇’▇ subcontractors, from and against any and all third-party claims (including claims made by Participant’s Vendor or Participant’s physicians), costs and expenses (including attorneys’ fees and expenses), demands, actions and liabilities of every kind and character whatsoever arising or resulting in any way from Participant’s breach of its obligations, representations or warranties, under this Participation Agreement, absent the gross negligence or willful misconduct of AANI. All the foregoing rights of indemnification shall apply to any expenses incurred by ▇▇▇▇, AAN or AANI’s subcontractors in defending themselves, respectively, against claims of gross negligence or willful misconduct unless a court of competent jurisdiction concludes in a final judgment that ▇▇▇▇, AAN, or ▇▇▇▇’▇ shall not Vendor has committed negligence or misconduct. c) Under no circumstances will either Party be liable to Seller for: (i) special, indirect, punitive, exemplary the other for any indirect or consequential damages, or incidental losses or damages of any kind, even if including lost profits (whether the Parties have been advised of the possibility of such losses loss or damages or if such losses or damages could have been reasonably foreseen, or (iidamage) arising in any failure to perform or to cease performance or any delay way in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”connection with this Participation Agreement. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. 9.1 Stendhal shall indemnify and hold Advaxis and its Affiliates and its and their respective officers, directors, agents and employees (“Advaxis Indemnitees”) harmless from and defend them against any and all liabilities, losses, proceedings, suits, actions, damages, judgments, settlements, claims or expenses of any kind, including court costs and reasonable attorneys’ fees (collectively, “Losses”) incurred by any Advaxis Indemnitee as a result of any third party allegations, claims, proceedings, suits or actions of any kind and of any nature whatsoever (“Claims”) that arise out of or are based on: (a) Each party agrees any grossly negligent or willful act or omission by Stendhal, its Affiliates, subcontractors or sublicensees; (b) any material breach of this Agreement, including any covenant, warranty or representation herein, by Stendhal; (c) any personal injury claim arising solely from any false or unauthorized statement by any Stendhal personnel or personnel of its Affiliates, subcontractors or sublicensees with respect to the features of Product; except, in each case, to the extent such Claims falls within the scope of the indemnification obligations of Advaxis set forth in Section 9.2. 9.2 Advaxis shall indemnify and hold Stendhal and its Affiliates and its and their respective officers, directors, agents and employees (“Stendhal Indemnitees”) harmless from and defend them against any and all Losses incurred by any Stendhal Indemnitee as a result of Claims that arise out of or are based on: (a) any grossly negligent or willful act or omission by Advaxis, its Affiliates, subcontractors or sublicensees; (b) any material breach of this Agreement, including any covenant, warranty or representation herein by Advaxis; (c) any product liability Claims relating to or arising out of the use or sale of the Product; (d) any Claims based on the alleged invalidity or unenforceability of any Advaxis Licensed Intellectual Property; and (e) any Claims based on the alleged infringement of any patent by the Product; except, in each case, to the extent such Claims falls within the scope of the indemnification obligations of Stendhal set forth in Section 9.1. 9.3 Any indemnitee seeking to be indemnified hereunder (“Indemnified Party”) shall notify promptly in writing the other Party (“Indemnifying Party”) of any actual or potential claim in respect of which indemnification may be sought as soon as possible but in any event no later than thirty (30) days after becoming aware (or after the day the Indemnified Party ought to be aware), by registered letter with acknowledgement of receipt, together with any relevant documentation supporting the claim as well as the estimated amount of the claim. 9.4 Upon receipt of notice the Indemnifying Party shall have the right, but not the obligation, to defend against, control the defense of, and its directorssettle any such claim. If the Indemnifying Party elects to assume the defense of any claim, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, the Indemnifying Party shall no longer be liable for any legal or other expenses reasonably expense subsequently incurred by the Indemnified Party in connection with defending the defense. The Indemnified Party shall co-operate with the Indemnifying Party in the defense of any Claim and shall be entitled to participate in the defense of such action; provided, however, the decisions of counsel for the Indemnifying Party shall be controlling and the Indemnified Party shall be responsible for the expenses of its own counsel, if any. There shall be no settlements, whether agreed to in court or investigating out of court, without the prior written consent of the Indemnifying Party, and the Parties agree to cooperate fully and in good faith with each other in connection with the defense, negotiation or settlement of any such action claims. In the event that the Indemnifying Party does not undertake the defense, compromise or settlement of any claim) arising out , the Indemnified Party shall have the right to control the defense or settlement of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken such claim with counsel of its choosing, and the Indemnifying Party shall pay the reasonable expenses of defense including reasonable attorneys’ fees incurred by the Indemnified Party in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plansuch defense. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary 9.5 Any common or consequential damages, or incidental losses or damages of any kind, even if advised joint liability of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that Parties contemplated by this Agreement which is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”indemnifiable under Section 9 shall be shared equally by the Parties. 29.6 IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF THE OTHER PARTY (INCLUDING CONSEQUENTIAL LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF THE COMMERCIALIZATION, DEVELOPMENT OR SUPPLY OF PRODUCT OR ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officersTHE LIMITATIONS OF THIS SECTION 9.6 SHALL HOWEVER NOT BE APPLICABLE (EXCEPT WITH REGARD TO ANY PUNITIVE DAMAGES WHICH ARE IN ANY CASE EXCLUDED), employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assetsWITH RESPECT TO (A) BREACH BY EITHER PARTY OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN THIS AGREEMENT, or exercising any authority or control respecting management or disposition of Seller’s assetsOR (B)TERMINATION DUE TO A BREACH OF THIS AGREEMENT BY ADVAXIS, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974PROVIDED, as amendedHOWEVER, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assetsTHAT IN THE EVENT OF SUCH A TERMINATION TOTAL DAMAGE PAYMENTS TO STENDHAL SHALL NOT EXCEED THE TOTAL AMOUNT OF SUPPORT PAYMENTS RECEIVED BY ADVAXIS LESS THE AMOUNT OF SUPPORT PAYMENTS RECOUPED BY STENDHAL UNDER SECTION 1.5.

Indemnification Limitation of Liability. (a) Each party agrees to indemnify OpenTech hereby indemnifies, defends and hold holds harmless the other Customer and its directorsowners, officerspartners, employees subsidiaries, affiliates, and affiliates from employees, and each of them against any and all claimsdamages, lossescosts, damages and liabilities or losses (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claimincluding reasonable attorneys’ fees) arising out of OpenTech’s gross negligence or attributable willful misconduct or out of OpenTech’s approving an Auction File, and Customer subsequently sells the corresponding unit, when it is later discovered that the Auction file did not meet the Legal Requirements (“Invalid Approval”). Notwithstanding the foregoing, OpenTech’s maximum liability per Auction File with an Invalid Approval shall not exceed $5,000 per file and an aggregate not to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken exceed the greater of $25,000.00 or the amount of revenue OpenTech received from Customer pursuant to this Agreement in the previous 12- month period. Prior to settling with any 3rd party who asserts a claim of wrongful sale, Customer shall give notice to OpenTech of its intent to settle so that both Customer and OpenTech can research whether or not taken in compliance with OpenTech has any liability under this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable controlSection 7, including but not limited to failure whether or not the Legal Requirements were satisfied. If it is found that OpenTech may have liability, OpenTech and Customer shall work together in good faith to reach a settlement with such 3rd party that is satisfactory to both OpenTech and Customer. Customer shall not be reimbursed for settlements that it makes without giving notice to OpenTech even if OpenTech is found to be liable. OpenTech’s indemnity obligations shall not apply to, and Customer shall indemnify and holds harmless OpenTech and its owners, partners, subsidiaries, affiliates, and employees, and each of electronic or mechanical equipmentthem against any and all damages, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assetscosts, or exercising any authority or control respecting management or disposition losses (including reasonable attorneys’ fees) arising out of Seller’s assets(i) Auction Files rejected by OpenTech, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.but still sold

Indemnification Limitation of Liability. (a) Each party agrees In addition to any and all rights of indemnification or any other rights of the Note Insurer pursuant hereto or under law or equity, the Servicer, the Issuer and the Originator and any successor thereto agree to pay, and to protect, indemnify and hold harmless save harmless, the other Note Insurer and its officers, directors, officersshareholders, employees employees, agents and affiliates each person, if any, who controls the Note Insurer within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Ambac Indemnified Parties”) from and against any and all claims, losses, damages and liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Ambac Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature (but excluding lost profits and other consequential damages) arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any act or omission of any COAF Company in connection with the offering, issuance, sale or delivery of the Notes other than by reason of false or misleading Note Insurer Information or Underwriter Information; (ii) any untrue statement or alleged untrue statement of a material fact contained in any of the Capital One Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of any COAF Company; (iv) the violation by any COAF Company of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Notes or the transactions contemplated by the Transaction Documents; (v) the violation by any COAF Company of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Receivables, including, without limitation, any consumer protection, lending and disclosure laws or any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Receivables; (vi) the breach by the Servicer, the Issuer or the Originator of any of its obligations under this Insurance Agreement or any of the other Transaction Documents (other than breaches under Section 3.2 of the Purchase Agreement or Sections 2.2, 3.2, 3.3, 3.4 or 3.5 of the Sale and Servicing Agreement); and (vii) the breach by the Servicer, the Issuer or the Originator of any representation or warranty on the part of the Servicer, the Issuer or the Originator contained in this Insurance Agreement or any of the other Transaction Documents or in any certificate or report furnished or delivered to the Note Insurer thereunder other than any breach for which the remedy under the Transaction Documents is the repurchase of a Receivable, provided that such Receivable has been repurchased in accordance with the Transaction Documents. In addition, the Servicer will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (b) In addition to any and all rights of indemnification or any other rights of the Servicer, the Seller, the Issuer and the Originator pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Servicer, the Seller, the Issuer and the Originator and their respective officers, directors, shareholders, employees, agents and each person, if any, who controls the Servicer, the Seller, the Issuer or the Originator within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Capital One Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Capital One Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Note Insurer Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) a breach of any of the representations, warranties or agreements of Ambac contained in Section 2.06 or 2.07(b) hereof; or (iii) any failure of the Note Insurer to make a payment required to be made under the Policies. (c) In addition to any and all rights of indemnification or any rights of the Servicer, the Seller, the Issuer and the Originator pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Capital One Indemnified Parties from and against, any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or expenses (including reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) of any nature arising out of or by reason of any untrue statement of: (i) a material fact or an omission to state a material fact necessary in order to make the statements therein in light of the circumstances in which they were made not misleading contained in the consolidated financial statements of Ambac Assurance Corporation and incorporated by reference into the Exchange Act Reports pursuant to Section 4.08 of this Agreement; or (ii) subject to the limitations on liability set forth in Section 4.08 of this Agreement, any failure of the Note Insurer to comply with its obligations under Section 4.08 of this Agreement. (d) Any party which proposes to assert the right to be indemnified under this Section 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the indemnifying party under this Section 3.04(c), notify the indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses reasonably other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with defending or investigating the defense thereof. The indemnified party shall have the right to employ its counsel in any such action or claim) arising out the defense of or attributable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken which is assumed by the indemnifying party in compliance accordance with this Sales Plan or arising out of or attributable to any breach by Seller the terms of this Sales Plan subsection (including Seller’s representations c), but the fees and warranties hereunder) or any violation expenses of such counsel shall be at the expense of such indemnified party unless the employment of counsel by Seller of applicable laws or regulationssuch indemnified party has been authorized by the indemnifying party. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ The indemnifying party shall not be liable to Seller for: (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages for any settlement of any kind, even if advised of the possibility of such losses action or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond claim effected without its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”consent. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. 9.1 Stendhal shall indemnify and hold Advaxis and its Affiliates and its and their respective officers, directors, agents and employees (“Advaxis Indemnitees”) harmless from and defend them against any and all liabilities, losses, proceedings, suits, actions, damages, judgments, settlements, claims or expenses of any kind, including court costs and reasonable attorneys’ fees (collectively, “Losses”) incurred by any Advaxis Indemnitee as a result of any third party allegations, claims, proceedings, suits or actions of any kind and of any nature whatsoever (“Claims”) that arise out of or are based on: (a) Each party agrees any grossly negligent or willful act or omission by Stendhal, its Affiliates, subcontractors or sublicensees; (b) any material breach of this Agreement, including any covenant, warranty or representation herein, by Stendhal; (c) any personal injury claim arising solely from any false or unauthorized statement by any Stendhal personnel or personnel of its Affiliates, subcontractors or sublicensees with respect to the features of Product; except, in each case, to the extent such Claims falls within the scope of the indemnification obligations of Advaxis set forth in Section 9.2. 9.2 Advaxis shall indemnify and hold harmless the other Stendhal and its Affiliates and its and their respective officers, directors, officers, agents and employees and affiliates (“Stendhal Indemnitees”) harmless from and defend them against any and all claims, losses, damages and liabilities (including, without limitation, Losses incurred by any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising Stendhal Indemnitee as a result of Claims that arise out of or attributable are based on: (a) any grossly negligent or willful act or omission by Advaxis, its Affiliates, subcontractors or sublicensees; (b) any material breach of this Agreement, including any covenant, warranty or representation herein by Advaxis; (c) any product liability Claims relating to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ actions taken or not taken in compliance with this Sales Plan or arising out of the use or attributable sale of the Product; (d) any Claims based on the alleged invalidity or unenforceability of any Advaxis Licensed Intellectual Property; and (e) any Claims based on the alleged infringement of any patent by the Product; except, in each case, to any breach by Seller the extent such Claims falls within the scope of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller the indemnification obligations of applicable laws or regulations. This indemnification shall survive termination of this Sales PlanStendhal set forth in Section 9.1. 9.3 Any indemnitee seeking to be indemnified hereunder (b“Indemnified Party”) Notwithstanding any shall notify promptly in writing the other provision hereof, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be liable to Seller for: Party (i“Indemnifying Party”) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kindactual or potential claim in respect of which indemnification may be sought as soon as possible but in any event no later than thirty (30) days after becoming aware (or after the day the Indemnified Party ought to be aware), even if advised by registered letter with acknowledgement of receipt, together with any relevant documentation supporting the claim as well as the estimated amount of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”claim. 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.