Common use of Standard of Liability Indemnification Clause in Contracts

Standard of Liability Indemnification. (a) To the maximum extent permitted by Applicable Law, the Client agrees that (i) the Manager will not be liable (whether directly or indirectly, in contract or in tort or otherwise) to the Client for any losses, claims, damages, expenses or liabilities (collectively, “Losses”) incurred by the Client that arise out of or are in any way connected with this Agreement, including but not limited to, any recommendation or other act or failure to act of the Manager or any such other persons under this Agreement, including, but not limited to, any error in judgment, except in the case of Losses arising as a result of the intentional misconduct, gross negligence or bad faith by the Manager in respect of its obligations and duties under this Agreement (in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment), in which case the Manager shall indemnify the Client for such Losses, and (ii) none of the Manager’s affiliates nor any of each of the Manager’s or its affiliates’ respective clients, partners, shareholders, members, managers, advisors, directors, officers, employees, consultants or agents will be liable (whether directly or indirectly, in contract or in tort or otherwise) to the Client for any Losses incurred by the Client or any other person that arise out of or are in any way connected with this Agreement (including, but not limited to, any recommendation or other act or failure to act of the Manager or any such other persons under this Agreement, including, but not limited to, any error in judgment); except that the Manager shall be liable to the Client with respect to a Sub-Delegate or a Sub-Advisor, and the Manager shall indemnify the Client for such Losses incurred as a result of such Sub-Delegate’s or such Sub-Advisor’s intentional misconduct, gross negligence or bad faith in respect of its obligations and duties owed to the Manager in accordance with Section 1(f) (as determined by a court of competent jurisdiction in a final non-appealable judgment). Under no circumstances shall the Manager be liable for any special, incidental, exemplary, consequential, punitive, lost profits or indirect damages, even if the Manager is advised of the possibility or likelihood of the same. (b) The Manager will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by any person from time to time notified by the Client to the Manager as being authorized to give instructions to the Manager for the purposes of this Agreement (and the Manager shall be entitled to treat such authority as continuing until such time as the Manager is notified by the Client to the contrary). The Manager may also rely upon any statement made to it orally or by telephone and believed by it in good faith to be made by the proper person and will not incur any liability for relying thereon. (c) The Manager may consult with legal counsel, auditors and other experts selected by it in good faith, and will not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such legal counsel, auditors or experts. The Manager shall not be responsible for the loss of, or damage to, any investments or for any failure to fulfil its duties hereunder if such loss, damage or failure shall be caused by or be directly or indirectly due to war damage, enemy action, the act of any government or other competent authority, investment exchange or brokerage house, or of any riot, civil commotion, rebellion, fire, lock-out, strike, power failure, computer error or failure (beyond the reasonable control of the Manager), delay, breakdown, failure or malfunction of any external telecommunication or computer service or electronic transmission systems, unavailability of market prices or suspension of dealing on relevant exchanges, or other cause beyond the control of the Manager. (d) The Client shall indemnify and hold harmless each of the Manager and its affiliates and each of their respective clients, partners, shareholders, members, managers, advisors, directors, officers, employees, consultants and agents (each an “Indemnified Person”) from and against any and all Losses resulting from the Client’s intentional misconduct, gross negligence or bad faith incurred in connection with this Agreement (in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment). Client shall pay all such amounts (including reasonable attorneys’ fees and other costs of investigating and defending any claim) to the extent that such amounts have been finally determined to be due and payable in connection with the indemnification provided hereunder. The right to indemnification granted by this provision shall be in addition to any rights to which the Indemnified Person may otherwise be entitled and shall inure to the benefit of the successors or assigns of such Indemnified Person. (e) To the extent that, at law or in equity, any Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Client, the Indemnified Person acting under this Agreement shall not be liable to the Client for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of an Indemnified Person otherwise existing at law or in equity to the Client, are agreed by the Client to restrict or eliminate to that extent such duties and liabilities of such Indemnified Person. (f) Any indemnity provided in this Section 7 shall continue to afford protection to each Indemnified Person regardless of whether such Indemnified Person remains in the position or capacity pursuant to which such Indemnified Person became entitled to exculpation or indemnification under this Section 7. (g) The term “gross negligence” shall have the meaning ascribed to such term under the laws of the State of New York.

Standard of Liability Indemnification. (a) To the maximum extent permitted by Applicable Lawapplicable law and regulation, the Client agrees that (i) the Manager Adviser will not be liable (whether directly or indirectly, in contract or in tort or otherwise) to the Client for any losses, claims, damages, expenses or liabilities (collectively, “Losses”) incurred by the Client that arise out of or are in any way connected with this the Agreement, including but not limited to, any recommendation or other act or failure to act of the Manager Adviser or any such other persons under this Agreement, including, but not limited to, any error in judgment, except in the case of Losses arising as a result of the intentional misconduct, gross negligence or bad faith by the Manager Adviser in respect of its obligations and und duties under this Agreement (in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment), in which case the Manager shall indemnify the Client for such Losses, and (ii) none of the ManagerAdviser’s affiliates nor any of each of the ManagerAdviser’s or its affiliates’ respective clients, partners, shareholders, members, managers, advisors, directors, officers, employees, consultants or agents will be liable (whether directly or indirectly, in contract or in tort or otherwise) to the Client for any Losses incurred by the Client or any other person that arise out of or are in any way connected with this Agreement (including, but not limited to, any recommendation or other act or failure to act of the Manager Adviser or any such other persons under this Agreement, including, but not limited to, any error in judgment); except that the Manager Adviser shall be liable to the Client with respect to a Sub-Delegate or a Sub-AdvisorAdviser, and in the Manager shall indemnify the Client for such case of Losses incurred arising as a result of such Sub-Delegate’s or such Sub-AdvisorAdviser’s intentional misconduct, gross negligence or bad faith in respect of its obligations and duties owed to the Manager Adviser in accordance with Section 1(f2(e) (as determined by a court of competent jurisdiction in a final non-appealable judgment). Under no circumstances shall the Manager Adviser be liable for any special, incidental, exemplary, consequential, punitive, lost profits or indirect damages, even if the Manager Adviser is advised of the possibility or likelihood of the same. (b) The Manager Adviser will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by any person from time to time notified by the Client to the Manager Adviser as being authorized to give instructions to the Manager Adviser for the purposes of this Agreement (and the Manager Adviser shall be entitled to treat such authority as continuing until such time as the Manager Adviser is notified by the Client to the contrary). The Manager Adviser also may also rely upon any statement made to it orally or by telephone and believed by it in good faith to be made by the proper person and will not incur any liability for relying thereon. (c) . The Manager Adviser may consult with legal counsel, auditors and other experts selected by it in good faith, and will not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such legal counsel, auditors or experts. . (c) The Manager Adviser shall not be responsible for the loss of, or damage to, any investments or for any failure to fulfil fulfill its duties hereunder if such loss, damage or failure shall be caused by or be directly or indirectly due to war damage, enemy action, the act of any government or other competent authority, investment exchange or brokerage house, or of any riot, civil commotion, rebellion, fire, lock-out, strike, power failure, computer error or failure (beyond the reasonable control of the ManagerAdviser), delay, breakdown, failure or malfunction of any external telecommunication or computer service or electronic transmission systems, unavailability of market prices or suspension of dealing on relevant exchanges, or other cause beyond the control of the ManagerAdviser. (d) The Client shall indemnify and hold harmless each of the Manager Adviser and its affiliates and each of their respective clients, partners, shareholders, members, managers, advisors, directors, officers, employees, consultants and or agents (each an “Indemnified Person”) from and against any and all Losses resulting from incurred in connection with this Agreement; provided that the Client’s Client shall not be liable for any Losses pursuant to this Section 8(d) in the case of Losses arising as a result of the intentional misconduct, gross negligence or bad faith incurred in connection with this Agreement (in each caseof such Indemnified Person; provided, as determined further that no action taken or refrained from being taken by a court the Adviser based on instructions received from any of competent jurisdiction in a final non-appealable judgment). the authorized persons of the Client shall pay all such amounts (including reasonable attorneys’ fees and other costs of investigating and defending any claim) to reasonably believed by the extent that such amounts have been finally determined Adviser to be due and payable in connection with genuine shall constitute intentional misconduct, gross negligence or bad faith by the indemnification provided hereunderAdviser. The right to indemnification granted by this provision shall be in addition to any rights to which the Indemnified Person may otherwise be entitled and shall inure to the benefit of the successors or assigns of such Indemnified Person. (e) To the extent that, at law or in equity, any Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Client, the Indemnified Person acting under this Agreement shall not be liable to the Client for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of an Indemnified Person otherwise existing at law or in equity to the Client, are agreed by the Client to restrict or eliminate to that extent such duties and liabilities of such Indemnified Person. (f) Any indemnity provided in this Section 7 8 shall continue to afford protection to each Indemnified Person regardless of whether such Indemnified Person remains in the position or capacity pursuant to which such Indemnified Person became entitled to exculpation or indemnification under this Section 7. clause. (g) The term “gross negligence” shall have the meaning ascribed to such term under the laws of the State of New York.

Standard of Liability Indemnification. (a) To the maximum extent permitted by Applicable Law, the Client agrees that (i) the Manager will not be liable (whether directly or indirectly, in contract or in tort or otherwise) to the Client for any losses, claims, damages, expenses or liabilities (collectively, “Losses”) incurred by the Client that arise out of or are in any way connected with this Agreement, including but not limited to, any recommendation or other act or failure to act of the Manager or any such other persons under this Agreement, including, including but not limited to, any error in judgment, except in the case of Losses arising as a result of the material breach of this Agreement that has not been cured within 30 days after the Manager’s actual knowledge thereof, intentional misconduct, gross negligence or bad faith by the Manager in respect of its obligations and duties under this Agreement (in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment), in which case the Manager shall indemnify the Client for such Losses, and (ii) none of the Manager’s affiliates nor any of each of the Manager’s or its affiliates’ respective clients, partners, shareholders, members, managers, advisors, directors, officers, employees, consultants or agents will be liable (whether directly or indirectly, in contract or in tort or otherwise) to the Client for any Losses incurred by the Client or any other person that arise out of or are in any way connected with this Agreement (including, including but not limited to, any recommendation or other act or failure to act of the Manager or any such other persons under this Agreement, including, including but not limited to, any error in judgment); except that the Manager shall be liable to the Client with respect to a Sub-Delegate or a Sub-AdvisorDelegate, and in the Manager shall indemnify the Client for such case of Losses incurred arising as a result of such Sub-Delegate’s or such Sub-Advisormaterial breach of this Agreement that has not been cured within 30 days after the Manager’s actual knowledge thereof, intentional misconduct, gross negligence or bad faith in respect of its obligations and duties owed to the Manager in accordance with Section 1(f) (as determined by a court of competent jurisdiction in a final non-appealable judgment). Under no circumstances shall the Manager be liable for any special, incidental, exemplary, consequential, punitive, lost profits or indirect damages, even if the Manager is advised of the possibility or likelihood of the same. (b) The Manager will be entitled to rely upon, and will not incur any liability for relying upon, : (i) any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by any person from time to time notified by the Client to the Manager as being authorized to give instructions to the Manager for the purposes of this Agreement (and the Manager shall be entitled to treat such authority as continuing until such time as the Manager is notified by the Client to the contrary). The Manager may also rely upon ; or (ii) any statement made to it orally or by telephone and believed by it in good faith to be made by the proper person and will not incur on behalf of the Client, in all cases provided that the Manager shall verify with the Client (or any liability for relying thereonperson that the Client has notified the Manager in writing from time to time is a person who is authorized to give instructions to the Manager on behalf of the Client from time to time) any notice to the Manager by the Client, or other person or entity who is authorized to give instructions to the Manager on behalf of the Client from time to time, to make any payment relating to the Account, to transfer any Investment or Asset, or to change any receiving bank details, before effecting the matters that are the subject of that notice. (c) The Manager may consult with legal counsel, auditors and other experts selected by it in good faith, and will not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such legal counsel, auditors or experts. The Manager shall not be responsible for the loss of, or damage to, any investments or for any failure to fulfil its duties hereunder if such loss, damage or failure shall be caused by or be directly or indirectly due to war damage, enemy action, the act of any government or other competent authority, investment exchange or brokerage house, or of any riot, civil commotion, rebellion, fire, lock-out, strike, power failure, computer error or failure (beyond the reasonable control of the Manager), delay, breakdown, failure or malfunction of any external telecommunication or computer service or electronic transmission systems, unavailability of market prices or suspension of dealing on relevant exchanges, or other cause beyond the control of the Manager. (d) The Client shall indemnify and hold harmless each of the Manager and its affiliates and each of their respective clients, partners, shareholders, members, managers, advisors, directors, officers, employees, consultants and agents (each an “Indemnified Person”) from and against any and all Losses resulting from incurred in connection with this Agreement; provided that the Client’s Client shall not be liable for any Losses pursuant to this Section 7(d) in the case of Losses arising as a result of the intentional misconduct, gross negligence or bad faith incurred in connection with this Agreement of such Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment); provided, further, that no action taken or refrained from being taken by the Manager based on instructions received from any of the authorized persons of the Client reasonably believed by the Manager or Indemnified Person to be genuine shall constitute intentional misconduct, gross negligence or bad faith by the Manager or Indemnified Person. The Client shall pay advance all such amounts (including reasonable attorneys’ fees and other costs of investigating and defending any claim) as they are incurred, subject only to receiving upon request an undertaking by or on behalf of the extent Manager or Indemnified Person to repay any amounts that such amounts have been finally are ultimately determined not to be due and payable in connection with the subject to indemnification provided hereunder. The right to indemnification granted by this provision shall be in addition to any rights to which the Indemnified Person may otherwise be entitled and shall inure to the benefit of the successors or assigns of such Indemnified Person. (e) To the extent that, at law or in equity, any Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Client, the Indemnified Person acting under this Agreement shall not be liable to the Client for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of an Indemnified Person otherwise existing at law or in equity to the Client, are agreed by the Client to restrict or eliminate to that extent such duties and liabilities of such Indemnified Person. (f) Any indemnity provided in this Section 7 shall continue to afford protection to each Indemnified Person regardless of whether such Indemnified Person remains in the position or capacity pursuant to which such Indemnified Person became entitled to exculpation or indemnification under this Section 7. (g) The term “gross negligence” shall have the meaning ascribed to such term under the laws of the State of New York.

Standard of Liability Indemnification. (a) To the maximum extent permitted by Applicable Law, the Client agrees that (i) the Manager will not be liable (whether directly or indirectly, in contract or in tort or otherwise) to the Client for any losses, claims, damages, expenses or liabilities (collectively, “Losses”) incurred by the Client that arise out of or are in any way connected with this Agreement, including but not limited to, any recommendation or other act or failure to act of the Manager or any such other persons under this Agreement, including, but not limited to, any error in judgment, except in the case of Losses arising as a result of the intentional misconduct, gross negligence or bad faith by the Manager in respect of its obligations and duties under this Agreement (in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment), in which case the Manager shall indemnify the Client for such Losses, and (ii) none of the Manager’s affiliates nor any of each of the Manager’s or its affiliates’ respective clients, partners, shareholders, members, managers, advisors, directors, officers, employees, consultants or agents will be liable (whether directly or indirectly, in contract or in tort or otherwise) to the Client for any Losses incurred by the Client or any other person that arise out of or are in any way connected with this Agreement (including, but not limited to, any recommendation or other act or failure to act of the Manager or any such other persons under this Agreement, including, but not limited to, any error in judgment); except that the Manager shall be liable to the Client with respect to a Sub-Delegate or a Sub-Advisor, and the Manager shall indemnify the Client for such Losses incurred as a result of such Sub-Delegate’s or such Sub-Advisor’s intentional misconduct, gross negligence or bad faith in respect of its obligations and duties owed to the Manager in accordance with Section 1(f) (as determined by a court of competent jurisdiction in a final non-appealable judgment). Under no circumstances shall the Manager be liable for any special, incidental, exemplary, consequential, punitive, lost profits or indirect damages, even if the Manager is advised of the possibility or likelihood of the same. (b) The Manager will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by any person from time to time notified by the Client to the Manager as being authorized to give instructions to the Manager for the purposes of this Agreement (and the Manager shall be entitled to treat such authority as continuing until such time as the Manager is notified by the Client to the contrary). The Manager may also rely upon any statement made to it orally or by telephone and believed by it in good faith to be made by the proper person and will not incur any liability for relying thereon. (c) The Manager may consult with legal counsel, auditors and other experts selected by it in good faith, and will not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such legal counsel, auditors or experts. The Manager shall not be responsible for the loss of, or damage to, any investments or for any failure to fulfil its duties hereunder if such loss, damage or failure shall be caused by or be directly or indirectly due to war damage, enemy action, the act of any government or other competent authority, investment exchange or brokerage house, or of any riot, civil commotion, rebellion, fire, lock-out, strike, power failure, computer error or failure (beyond the reasonable control of the Manager), delay, breakdown, failure or malfunction of any external telecommunication or computer service or electronic transmission systems, unavailability of market prices or suspension of dealing on relevant exchanges, or other cause beyond the control of the Manager. (d) The Client shall indemnify and hold harmless each of the Manager Trading Advisor and its affiliates and each of their respective clients, partners, shareholders, members, managers, advisors, directors, officers, employees, consultants directors, shareholders and agents controlling persons (each an “Indemnified Person”the "Trading Advisor Parties") from shall have no liability to the Sponsor, the Aspect Series, the Trading Fund or to any owners of Units (the "Members"), and against shall be indemnified by the Trading Fund against, any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and all Losses resulting from reasonable counsel fees incurred in connection therewith) ("Losses"), for conduct undertaken as a trading advisor to the Client’s intentional misconduct, gross negligence Trading Fund or bad faith incurred otherwise relating to any action or omission of the Trading Advisor Parties (or alleged action or omission) in connection with this Agreement; provided that, such action or omission (or alleged action or omission) does not constitute gross negligence, willful misconduct or breach of this Agreement or any fiduciary obligation to the Trading Fund and was done in a manner reasonably believed to be in, or not opposed to, the best interests of the Trading Fund. The indemnity provision contained in this Section 2(a) shall not increase the liability of the Aspect Series beyond the amount of its capital and profits (exclusive of distributions or other returns of capital, including redemptions), if any, in each casethe Trading Fund. (b) Any indemnification under subsection (a) above, as determined unless ordered by a court or administrative forum, shall be made by the Trading Fund only as authorized in the specific case and only upon a determination by independent legal counsel selected by mutual agreement of competent jurisdiction the Sponsor and the Trading Advisor in a final non-appealable judgment). Client shall pay all such amounts (including reasonable attorneys’ fees and other costs of investigating and defending any claim) to the extent written opinion that such amounts have been finally determined to be due and payable indemnification is proper in connection with the indemnification provided hereunder. The right to indemnification granted by this provision shall be circumstances because the Trading Advisor has met the applicable standard of conduct set forth in addition to any rights to which the Indemnified Person may otherwise be entitled and shall inure to the benefit of the successors or assigns of such Indemnified PersonSection 2(a) above. (ec) To In the extent thatevent the Sponsor, at law the Aspect Series or the Trading Fund and their respective principals, affiliates, officers, employees and controlling persons (the "Sponsor Parties") is made a party to any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a, "Proceeding") or otherwise incurs any Losses as a result of, or in equityconnection with, the activities or claimed activities of any Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto Trading Advisor Party unrelated to the ClientTrading Fund's business, the Indemnified Person acting under Trading Advisor shall indemnify, defend and hold harmless such Sponsor Parties against any direct Losses incurred in connection therewith, except in circumstances where such Proceeding arises either solely or partly as a result of the gross negligence, willful misconduct or breach of this Agreement or any fiduciary obligation owed by the relevant Sponsor Parties. (d) The Trading Advisor Parties shall not be liable to the Client for its good faith reliance on Sponsor Parties (to the extent permitted by any applicable laws, statutes, rules, regulations or orders and so far as not inconsistent with the provisions of this Agreement. The provisions ) including any liability arising from the act or omission of any Clearing Broker (as defined in Section 7), Executing Broker (as defined in Section 7) or other counterparty, except that the Trading Advisor Parties shall be liable to the Sponsor Parties for acts by the Trading Advisor Parties with respect to the provision of services hereunder which constitute gross negligence, willful misconduct or breach of this Agreement. (i) Promptly after receipt by any of the indemnified parties under this Agreement of notice of any Proceeding, the party or parties seeking indemnification (the "Indemnitee") shall notify the party from which indemnification is sought (the "Indemnitor") in writing of the commencement thereof if a claim with respect thereof is to be made under this Agreement. Failure to notify an Indemnitor on a timely basis shall only qualify the right to indemnity hereunder to the extent that they restrict or eliminate the duties and liabilities of an Indemnified Person otherwise existing at law or in equity such failure is prejudicial to the ClientIndemnitor. (ii) The Indemnitor shall be entitled to participate in the defense of any such Proceeding and to assume the defense thereof with the assistance of counsel reasonably satisfactory to the Indemnitee(s). In any such Proceeding, are the Indemnitee(s) shall have the right to retain its or their own counsel, but the fees and expenses of such counsel shall be at such Indemnitee's own expense unless (A) otherwise agreed by the Client Indemnitor and such Indemnitee or (B) the named parties to restrict any such Proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee(s), and representation of the foregoing parties by the same counsel would be inappropriate due to actual or eliminate potential differing interests between them or the existence of different or additional defenses (it being understood, however, that the Indemnitor shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such Indemnitee(s), which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to that extent the Indemnitor). The Indemnitee(s) shall cooperate with the Indemnitor in connection with any such duties Proceeding and, subject to the Indemnitor's ongoing obligation of confidentiality with regard to such information, shall make all personnel, books and liabilities records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense of any such Indemnified PersonProceeding. (f) Any indemnity provided None of the indemnifications contained in this Section 7 2 shall continue be applicable with respect to afford protection default judgments, confessions of judgment or settlements entered into by the party or parties claiming indemnification without the prior written consent, which shall not be unreasonably withheld, of the party obligated to each Indemnified Person regardless of whether indemnify such Indemnified Person remains in the position or capacity pursuant to which such Indemnified Person became entitled to exculpation or indemnification under this Section 7. party. (g) The term “gross negligence” provisions of this Section 2 shall have survive the meaning ascribed to such term under the laws termination of the State of New Yorkthis Agreement.

Standard of Liability Indemnification. The Servicer shall not be liable to the Company or its successors, assigns, officers, directors, employees or agents, for any actions or omissions to act in connection with the servicing of the Borrower Loans pursuant to this Agreement or for errors in judgment, except as expressly provided in Section 3.12 and in the following paragraph. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder, except to the extent the Servicer knows that such document is false, misleading, inaccurate or incomplete. The Servicer agrees to indemnify, defend, and hold the Company and its successors, assigns, officers, directors, employees and agents harmless from and against any and all claims, damages, losses, liabilities and expenses (a) To the maximum extent permitted by Applicable Lawincluding, the Client agrees that without limitation, reasonable fees and disbursements of counsel), joint or several (collectively, “Damages”), directly or indirectly resulting from or arising out of (i) the Manager will not be liable (whether directly or indirectly, failure of the Servicer to perform its duties in contract or in tort or otherwise) to accordance with the Client for any losses, claims, damages, expenses or liabilities (collectively, “Losses”) incurred by the Client that arise out terms of or are in any way connected with this Agreement, including but not limited to, (ii) the material breach of any recommendation or other act or failure to act of the Manager Servicer’s representations, warranties, covenants or any such other persons under agreements contained in this Agreement, Agreement including, but not limited to, any error confidentiality provisions, or (iii) except as otherwise provided in judgment, except in the case of Losses arising as a result of the intentional misconduct, gross negligence or bad faith by the Manager in respect of its obligations and duties under this Agreement (in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment), in which case the Manager shall indemnify the Client for such Losses, and (ii) none of the Manager’s affiliates nor any of each of the Manager’s or its affiliates’ respective clients, partners, shareholders, members, managers, advisors, directors, officers, employees, consultants or agents will be liable (whether directly or indirectly, in contract or in tort or otherwise) to the Client for any Losses incurred by the Client or any other person that arise out of or are in any way connected with this Agreement (including, but not limited to, any recommendation or other act or failure to act of the Manager or any such other persons under this Agreement, includingthe acts or omissions of any permitted subservicer or service provider engaged by the Servicer to service the Borrower Loans as provided in Section 10.2; and (iv) infringement or misappropriation by the Servicer of any patent, but not limited tocopyright, trademark, servicemark, trade secret or other proprietary right of any error in judgment)other Person; except provided, however, that the Manager shall be liable to the Client with respect to a Sub-Delegate or a Sub-Advisor, and the Manager shall indemnify the Client for such Losses incurred as a result of such Sub-Delegate’s or such Sub-Advisor’s intentional misconduct, gross negligence or bad faith in respect of its obligations and duties owed to the Manager in accordance with Section 1(f) (as determined by a court of competent jurisdiction in a final non-appealable judgment). Under no circumstances shall the Manager be liable for any special, incidental, exemplary, consequential, punitive, lost profits or indirect damages, even if the Manager is advised of the possibility or likelihood of the same. (b) The Manager will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by any person from time to time notified by the Client to the Manager as being authorized to give instructions to the Manager for the purposes of this Agreement (and the Manager shall be entitled to treat such authority as continuing until such time as the Manager is notified by the Client to the contrary). The Manager may also rely upon any statement made to it orally or by telephone and believed by it in good faith to be made by the proper person and will not incur any liability for relying thereon. (c) The Manager may consult with legal counsel, auditors and other experts selected by it in good faith, and will not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such legal counsel, auditors or experts. The Manager Servicer shall not be responsible for any Damages resulting from or arising out of (i) the loss of, or damage to, any investments or for any failure of the Company to fulfil perform its duties hereunder if in accordance with the terms of this Agreement (unless such lossfailure resulted from the actions or omissions of the Servicer), damage or failure shall be caused by or be directly or indirectly due to war damage, enemy action, (ii) the act material breach of any government of the Company’s representations, warranties, covenants or agreements contained in this Agreement, (iii) the origination, making, funding, sale or servicing of any Borrower Loans or Securities after the Termination Date, (iv) the absence or unavailability of any books, records, data, files and other Borrower Loan Documents or other competent authoritydocuments evidencing or relating to a Borrower Loan, investment exchange or brokerage housein any form, or of including but not limited to any riotdocuments necessary to service the Borrower Loans in accordance with Applicable Requirements, civil commotion, rebellion, fire, lock-out, strike, power failure, computer error or failure (beyond other than to the reasonable control of the Manager), delay, breakdown, failure or malfunction of any external telecommunication or computer service or electronic transmission systems, unavailability of market prices or suspension of dealing on relevant exchanges, or other cause beyond the control of the Manager. (d) The Client shall indemnify and hold harmless each of the Manager and its affiliates and each of their respective clients, partners, shareholders, members, managers, advisors, directors, officers, employees, consultants and agents (each an “Indemnified Person”) from and against any and all Losses extent resulting from the Client’s intentional misconductactions or omissions of the Servicer, gross negligence or bad faith incurred in connection (v) compliance with this Agreement (in each case, as determined by a court any instructions of competent jurisdiction in a final non-appealable judgment). Client shall pay all such amounts (including reasonable attorneys’ fees and other costs of investigating and defending any claim) the Company to the extent that compliance with such amounts have been finally determined to be due and payable in connection instructions does not comply with the indemnification Applicable Requirements. Except as otherwise expressly provided hereunder. The right to indemnification granted by this provision shall be in addition to any rights to which the Indemnified Person may otherwise be entitled and shall inure to the benefit of the successors or assigns of such Indemnified Person. (e) To the extent that, at law or in equity, any Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Clientherein, the Indemnified Person acting under this Agreement Servicer shall not be liable under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to manage the Client Prosper System and service the Borrower Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, with the consent of the Company, which consent may be exercised by the Company in its sole and exclusive discretion, undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto. In such event, or if the Servicer deems it necessary to defend any such action, the Servicer shall be entitled to reimbursement from the Company for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties reasonable legal expenses and liabilities of an Indemnified Person otherwise existing at law or in equity to the Client, are agreed by the Client to restrict or eliminate to that extent such duties and liabilities costs of such Indemnified Personaction. (f) Any indemnity provided in this Section 7 shall continue to afford protection to each Indemnified Person regardless of whether such Indemnified Person remains in the position or capacity pursuant to which such Indemnified Person became entitled to exculpation or indemnification under this Section 7. (g) The term “gross negligence” shall have the meaning ascribed to such term under the laws of the State of New York.