Common use of Indemnification Limitation of Liability Clause in Contracts

Indemnification Limitation of Liability. (A) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT.

Indemnification Limitation of Liability. (A) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], 7.1. GENERAL -CERES EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT CAUSED BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S MONSANTO’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE , OR ARISING FROM A BREACH BY MONSANTO OF AN INVESTIGATIONITS WARRANTIES UNDER ARTICLE 6 ABOVE, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIESCERES SHALL DEFEND AND INDEMNIFY AGAINST, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWERAND HOLD MONSANTO, ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, SHAREHOLDERS OFFICERS AGENTS AND LICENSORS HARMLESS FROM, ANY LOSS, COST, LIABILITY OR CREDITORS EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED FROM ANY CLAIM ARISING OR AN INDEMNIFIED PARTY ALLEGED TO ARISE OUT OF THE MANUFACTURE, USE, DISTRIBUTION OR SALE BY CERES OR CERES AFFILIATES OR ANY OTHER PERSON CERES LICENSEE OR SUBLICENSEE OF ANY CERES LICENSED PRODUCT OR ANY INDEMNIFIED PARTY IS OTHERWISE PRODUCT DERIVED FROM A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATEDCERES LICENSED PRODUCT; SUBJECTPROVIDED, HOWEVER, THAT (I) CERES SHALL HAVE SOLE CONTROL OF SUCH DEFENSE, (II) MONSANTO SHALL PROVIDE NOTICE PROMPTLY TO CERES OF ANY ACTUAL OR THREATENED CLAIM OF WHICH MONSANTO BECOMES AWARE AND (III) MONSANTO SHALL REASONABLY COOPERATE AND PROVIDE REASONABLE ASSISTANCE IN CONNECTION WITH THE DEFENSE OR SETTLEMENT OF ANY SUCH CLAIM. 7.2. GENERAL -MONSANTO EXCEPT TO THE LIMITATION AS TO EXTENT CAUSED BY CERES’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENTMISCONDUCT, OR ARISING FROM A BREACH BY CERES OF ITS REPRESENTATIONS AND WARRANTIES UNDER ARTICLE 6 ABOVE, MONSANTO SHALL DEFEND AND INDEMNIFY AGAINST, AND HOLD CERES ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AGENTS AND LICENSORS HARMLESS FROM, ANY LENDERLOSS, COST, DAMAGE OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES), (A) ARISING FROM ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED REPRESENTATION OR WARRANTY MADE BY MONSANTO IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY.ARTICLE 6.1, OR (B) WITHOUT PREJUDICE INCURRED FROM ANY CLAIM ARISING OR ALLEGED TO ARISE OUT OF THE SURVIVAL MANUFACTURE, USE, DISTRIBUTION OR SALE BY MONSANTO OR MONSANTO AFFILIATES OR ANY MONSANTO LICENSEE OR SUBLICENSEE OF ANY OTHER AGREEMENT MONSANTO LICENSED PRODUCT OR ANY PRODUCT DERIVED FROM A MONSANTO LICENSED PRODUCT; PROVIDED, HOWEVER, THAT (I) MONSANTO SHALL HAVE SOLE CONTROL OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS DEFENSE OF THE BORROWER CONTAINED ANY CLAIM UNDER SUBCLAUSE (A) OR (B) ABOVE IN THIS SECTION 12.9 ARTICLE 7.2, (II) CERES SHALL SURVIVE PROVIDE NOTICE PROMPTLY TO MONSANTO OF ANY ACTUAL OR THREATENED CLAIM OF WHICH CERES BECOMES AWARE AND (III) CERES SHALL REASONABLY COOPERATE AND PROVIDE REASONABLE ASSISTANCE IN CONNECTION WITH THE PAYMENT IN FULL DEFENSE OR SETTLEMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENTANY SUCH CLAIM.

Indemnification Limitation of Liability. 7.1. Each party shall defend, indemnify and hold the other party harmless, and its employees, officers, agents, affiliates, representatives, and contractors from and against any claims, demands, loss, damage or expense (Aincluding reasonable attorneys’ fees) relating to or arising solely out of third party claims: (i) relating to a party’s acts of gross negligence or willful misconduct in connection with its performance under these Terms, or (ii) in the case of Client, third party claims relating to the use of Deliverables or combination, modification or use of the Deliverables with materials not provided by Mastercard or materials required by Client to be included in the Deliverables. 7.2. NOTWITHSTANDING ANY OTHER PROVISION TO THE BORROWER AGREES CONTRARY SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERSOTHER UNDER ANY LEGAL THEORY, DIRECTORSTORT, EMPLOYEESCONTRACT, AGENTSOR STRICT LIABILITY, AND ADVISORS (EACHFOR ANY SPECIAL, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMSINDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOSSESFOR LOSS OF PROFITS, LIABILITIESGOODWILL, COSTSOR ECONOMIC LOSS, REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT A PARTY’S WAIVER OF ITS RIGHT TO RECEIVE SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES SHALL NOT APPLY IN THE EVENT OF A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS DESCRIBED IN SECTION 9. 7.3. EXCEPT AS SPECIFICALLY DESCRIBED HEREIN, MASTERCARD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE DELIVERABLES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY MASTERCARD HEREBY EXCLUDES AND DISCLAIMS ALL EXPRESS OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT IMPLIED WARRANTIES AND CONDITIONS TO THE EXTENT SUCH CLAIMPERMITTED BY LAW, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR INCLUDING BUT NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENTLIMITED TO, ANY LENDERIMPLIED WARRANTY OF MERCHANTABILITY, ANY COURSE OF THEIR AFFILIATESDEALING, NON- INFRINGEMENT OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FITNESS FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTYPARTICULAR PURPOSE. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER7.4. Except with respect to Client’s breach of its payment obligations and breach of the license in Sections 2.1 and 5.1, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENTthe maximum aggregate liability of any Party arising out of or relating to these Terms, whether it arises by statute, contract, tort or otherwise, shall not exceed the amount of the Fees or the value of the Services and Deliverables; provided, however that such limitation shall not apply to the indemnity provided by such Party in Section 7.1.

Indemnification Limitation of Liability. 1. You shall indemnify, defend and hold harmless SBS Consulting and its affiliates, officers, directors, employees, agents, successors and assigns (A) “SBS Consulting Indemnified Parties”), from and against all claims, demands, liabilities, damages and costs including, without limitation, its reasonable attorneys’ fees and other costs of defense, arising from or relating to your breach of any terms of this Agreement, your acts and omissions in using the Services, your use of the Services, and any third party claims related to content you provide in the Services. 2. INFORMATION AND MATERIALS IN THE BORROWER AGREES SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU AGREE THAT ACCESS TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH SERVICES MAY BE SUSPENDED IN THE CASE OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERSTECHNICAL ERRORS, DIRECTORS, EMPLOYEES, AGENTSVIRUSES, AND ADVISORS (EACHTHE LIKE. 3. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SBS CONSULTING BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE SERVICES, EVEN IF SBS OR AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, AUTHORIZED REPRESENTATIVE OF SBS CONSULTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES, LIABILITIES, COSTS, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. YOU EXPRESSLY UNDERSTAND AND EXPENSES AGREE THAT NEITHER SBS CONSULTING NOR ITS AFFILIATES WILL BE LIABLE WITH RESPECT TO ANY MATTER OF THIS AGREEMENT UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEESINCLUDING NEGLIGENCE) FOR ANY AMOUNT IN EXCESS OF FIVE HUNDRED DOLLARS ($500). 4. YOU AND SBS CONSULTING AGREE THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDINGRELATED TO THIS AGREEMENT, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN SERVICES OR THE ACTUAL OR PROPOSED USE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTACTION ACCRUES. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIESOTHERWISE, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING CAUSE OF ACTION IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTYPERMANENTLY BARRED. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT.

Indemnification Limitation of Liability. 8.1 Distributor will defend, indemnify, reimburse and hold CTT harmless from and against any and all liabilities, losses, damages and costs, including reasonable attorneys' fees (Acollectively, "Losses"), resulting from or arising out of, or resulting from or arising out of third party claims based upon, (a) the grossly negligent, intentionally wrongful or illegal acts or omissions of Distributor; or (b) any actions of Distributor beyond its authority granted hereby including the making of any representations with respect to Product(s). CTT will defend, indemnify, reimburse and hold Distributor harmless from and against any and all liabilities, losses, damages and costs, including reasonable attorneys' fees (collectively, "Losses"), resulting from or arising out of, or resulting from or arising out of third party claims based upon, (a) the grossly negligent, intentionally wrongful or illegal acts or omissions of CTT; or (b) any actions of CTT beyond its authority granted hereby including the making of any representations with respect to Product(s). 8.2 EXCEPT AS PROVIDED UNDER SECTION 8.1 OR WITH RESPECT TO BREACHES OF THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH CONFIDENTIALITY PROVISIONS OR SCOPE OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTYDISTRIBUTOR GRANT, IN EACH CASE NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT REGARDLESS OF WHETHER SUCH CLAIMS ARE ASSERTED IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR BY REASON OTHERWISE, EVEN IF ADVISED OF (INCLUDING, WITHOUT LIMITATION, THE POSSIBILITIES OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CTT ARISING UNDER OR IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [THIS AGREEMENT (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON BREACH OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT VIOLATION HEREOF) EXCEED THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, AMOUNT PAID BY DISTRIBUTOR TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE CTT UNDER THIS AGREEMENT. SUCH LIMITATION IS AN ESSENTIAL PROVISION OF THIS AGREEMENT AND WAS A CONDITION UPON WHICH THE TERMS AND PRICING WERE BASED.

Indemnification Limitation of Liability. Each Party (Athe “Indemnifying Party”) will indemnify, defend and hold harmless the other Party, and its affiliates and, in the case of Shift, each of its employees, officers, directors, agents or representatives and their respective successors and assigns (each an “Indemnified Party”) from any all damages, costs or claims (“Losses”) arising out of or relating to any claim of liability to any third party caused by any (i) violation of applicable law (ii) gross negligence or willful misconduct or (iii) breach of any provision of this Agreement (including, for the avoidance of doubt, the failure of any reps and warranties provided by the Indemnifying Party to be true and correct) by the Indemnifying Party or, in the case of Shift, by any of the Indemnifying Party’s employees, officers, directors, agents or representatives. NEITHER SHIFT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS SHIFT PLATFORM OR THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERSSERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE LIABLE FOR ANY INCIDENTAL, DIRECTORSSPECIAL, EMPLOYEESEXEMPLARY, AGENTSPUNITIVE, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, OR CONSEQUENTIAL DAMAGES, LOSSESINCLUDING LOST PROFITS, LIABILITIESLOSS OF DATA OR LOSS OF GOODWILL, COSTSSERVICE INTERRUPTION, AND EXPENSES (INCLUDINGCOMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST FOR ANY INDEMNIFIED PARTY, IN EACH CASE DAMAGES FOR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDINGTHIS AGREEMENT, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) FROM THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF OR INABILITY TO USE THE PROCEEDS OF THE LOANS [SHIFT PLATFORM OR ANY SERVICES HEREUNDER WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)]OTHER LEGAL THEORY, EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SHIFT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH INVESTIGATIONDAMAGE, LITIGATION OR PROCEEDING EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS BROUGHT BY THE BORROWER, FOUND TO HAVE FAILED OF ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE LIMITATION CONTRARY, EXCEPT AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED PROVIDED IN SECTION 8 AND THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENTFIRST PARAGRAPH OF THIS SECTION 13, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES IN NO EVENT WILL SHIFT’S AGGREGATE LIABILITY ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED IN CONNECTION WITH THIS AGREEMENT AND OWNER’S USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED SHIFT PLATFORM OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE SERVICES UNDER THIS AGREEMENT, EXCEED THE AMOUNT OF THE GUARANTEED PAYMENT. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN SHIFT AND OWNER. ANY CLAIM MADE HEREUNDER OR RELATING IN ANY WAY TO THIS AGREEMENT MUST BE MADE WITHIN SIX (6) MONTHS OF THE EVENT TO WHICH IT RELATES OR WILL FOREVER BE WAIVED.

Indemnification Limitation of Liability. (A) THE BORROWER AGREES TO INDEMNIFY 5.1.1 AGENT SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE ASSOCIATION, AND ITS RESPECTIVE AFFILIATES, PARTNERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ALL SUITS, PROCEEDINGS, CLAIMS, DAMAGES, LIABILITIES, COSTS AND EXPENSES (EACH A "CLAIM"), INCLUDING REASONABLE ATTORNEYS' FEES AND OTHER DEFENSE COSTS, TO THE EXTENT ARISING OUT OF THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD BY AGENT, WHOSE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD HAS BEEN DETERMINED BY AN ARBITRATOR OR A COURT OF COMPETENT JURISDICTION. 5.1.2 THE ASSOCIATION SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE ITS AFFILIATES, PARTNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ADVISORS AGENTS (EACH, AN INDIVIDUALLY AND COLLECTIVELY THE "INDEMNIFIED PARTYAGENT INDEMNITEES") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, INCLUDING REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTYFEES AND OTHER DEFENSE COSTS, IN EACH CASE ARISING OUT OF FROM OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)]THIS AGREEMENT, EXCEPT TO THE EXTENT THAT ANY SUCH CLAIMCLAIM ARISES OUT OF THE GROSS NEGLIGENCE, DAMAGEWILLFUL MISCONDUCT OR FRAUD OF THE AGENT, LOSSWHOSE GROSS NEGLIGENCE, LIABILITY, COST, WILLFUL MISCONDUCT OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT FRAUD HAS BEEN DETERMINED BY AN ARBITRATOR OR A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH JURISDICTION. IT IS THE EXPRESS INTENT OF THE PARTIES THAT THE AGENT INDEMNITEES BE INDEMNIFIED PARTY'S AGAINST THEIR OWN NEGLIGENCE (BUT NOT FOR THEIR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATIONNEGLIGENCE, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTYFRAUD). (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT.

Indemnification Limitation of Liability. 7.1 Each Party (Athe “Indemnifying Party”), to the maximum extent permitted by Law, shall defend, protect, indemnify and hold the other Party and its officers, employees and directors, as the case may be (“Indemnified Parties”), harmless from and against any and all losses, demands, damages (including, without limitation, special, consequential and punitive damages awarded to Third Parties), claims, liabilities, interest, awards, actions or causes of action, suits, judgments, settlements and compromises relating thereto, and all reasonable attorney’s fees and other fees and expenses in connection therewith (“Losses”) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERSwhich may be incurred by an Indemnified Party, DIRECTORSarising out of, EMPLOYEESdue to, AGENTSor in connection with, AND ADVISORS (EACHdirectly or indirectly, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMSthe Licensed Data or Marks provided by the Indemnifying Party to the other Party under this Agreement or a breach of any obligations, DAMAGESrepresentations and warranties under this Agreement by the Indemnifying Party, LOSSESexcept to the extent that such Losses are the result of the gross negligence or willful misconduct of an Indemnified Party. 7.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR PUNITIVE, LIABILITIESSPECIAL, COSTSINDIRECT, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY INCIDENTAL OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT CONSEQUENTIAL DAMAGES TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON NOR FOR ANY DAMAGES FOR BUSINESS INTERRUPTION OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER LOSS OF PROFITS, REVENUE, OPPORTUNITY OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECTSALES, HOWEVER, ARISING FROM OR RELATING TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST MADE UNDER THIS AGREEMENT OR THE AGENT, PROVISION OR THE FAILURE TO PROVIDE THE SERVICES. EACH PARTY’S LIABILITY FOR AGGREGATE LOSSES UNDER THIS AGREEMENT FOR ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTSCAUSE WHATSOEVER, AND ADVISERSREGARDLESS OF THE FORM OF ACTION, ON ANY THEORY OF LIABILITYWHETHER IN CONTRACT OR IN TORT, FOR CONSEQUENTIAL OR PUNITIVE SHALL BE LIMITED TO FIVE MILLION DOLLARS ($5,000,000). NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS AND EXCLUSIONS FROM LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO: (A) DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY FROM A BREACH OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT LICENSES GRANTED PURSUANT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY. ARTICLE 2; (B) WITHOUT PREJUDICE DAMAGES ARISING FROM A BREACH OF ARTICLE 5; AND (C) AMOUNTS PAID OR TO THE SURVIVAL OF ANY OTHER AGREEMENT BE PAID TO A THIRD PARTY AS A RESULT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND INDEMNIFICATION OBLIGATIONS OF THE BORROWER CONTAINED SET FORTH IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENTARTICLE 7. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406.

Indemnification Limitation of Liability. 6.1. Reseller shall indemnify and hold harmless the Company, including its affiliates, subsidiaries, employees, officers, director s and licensors, for all claims, damages, liability, costs and expenses (Aincluding reasonable attorneys fees) whatsoever that may arise, either directly or indirectly, from: (i) warranties made by Reseller regarding the Company’s products that were not authorized in writing by the Company, (ii) the improper integration of the Company’s products by Reseller into the computer systems of end users, (iii) the performance of, or infringement by, software, equipment, or materials not supplied by the Company, (iv) Reseller’s or its affiliates or any of its officers, directors, managers, agents, representatives, stockholders, members performance or failure to perform its obligations under this Agreement, or (v) Reseller’s breach of any of its representations or warranties under this Agreement. 6.2. TO THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS FULLEST EXTENT ALLOWED BY LAW, THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERSCOMPANY SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE FOR ANY SPECIAL, DIRECTORSCONSEQUENTIAL, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY INCIDENTAL OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION ANY WAY CONNECTED WITH THIS AGREEMENT OR BY REASON OF (THE PRODUCTS OR SOFTWARE, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, IN CONNECTION WITH DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR ANY INVESTIGATIONDAMAGES OR SUMS PAID BY RESELLER TO THIRD PARTIES, LITIGATIONEVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, WARRANTY OR ANY STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR PROCEEDING OTHERWISE. SINCE SOME STATES DO NOT ALLOW THE EXCLUSION OR PREPARATION LIMITATION OF DEFENSE CONSEQUENTIAL DAMAGES, THIS LIMITATION MAY NOT APPLY TO RESELLER. THE COMPANY’S TOTAL LIABILITY FOR ALL DAMAGES, ALLEGED DAMAGES, AND LOSSES HEREUNDER, (WHETHER BASED IN CONNECTION THEREWITH) THE LOAN DOCUMENTSCONTRACT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [TORT (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTYNEGLIGENCE)], EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OTHERWISE) SHALL NOT EXCEED THE LESSER OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT AMOUNTS RECEIVED BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE COMPANY UNDER THIS AGREEMENTAGREEMENT OR FIVE THOUSAND ($5,000) DOLLARS.

Indemnification Limitation of Liability. (A) You agree to hold Longevity harmless from and defend Longevity against all liability, claims, and demands on account of damage of any kind whatsoever, which arises out of or is in any manner connected with, or is claimed to arise out of or be in any manner connected with Your performance or breach of this Agreement. THE BORROWER AGREES LIABILITY OF LONGEVITY TO INDEMNIFY YOU SHALL BE LIMITED IN ALL RESPECTS TO DIRECT DAMAGES AND HOLD HARMLESS SHALL NOT EXCEED THE AGENT AND EACH LENDER AND EACH AMOUNT OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERSTHE FEES PAID BY YOU TO LONGEVITY HEREUNDER. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, DIRECTORSINDIRECT, EMPLOYEESINCIDENTAL, AGENTS, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEESLOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF BENEFICIAL USE) SUFFERED BY THE OTHER PARTY, EVEN IF IT HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY TO ANY CLAIM OR CAUSE OF ACTION WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR BREACH OF WARRANTY), EXCEPT THAT THIS LIMITATION SHALL NOT APPLY TO YOUR BREACH OF THIS AGREEMENT OR THE INTELLECTUAL PROPERTY RIGHTS OF LONGEVITY, INCLUDING BUT NOT LIMITED TO DISCLOSURE OF CONFIDENTIAL INFORMATION, PROPRIETARY INFORMATION OR INFRINGEMENT OF COPYRIGHT, TRADEMARK OR PATENT RIGHTS. THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. YOU AGREE TO MAINTAIN INSURANCE AS NECESSARY TO PROTECT YOU FROM ANY CLAIMS THAT MAY BE INCURRED MADE BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTYTHIRD PARTY RESPECTING ANY CLAIM, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT TO THE EXTENT SUCH CLAIMLOSS, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTEXPENSE. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT.[REQUIRE SPECIFIC INSURANCE?]

Indemnification Limitation of Liability. (A) THE BORROWER AGREES BORROWERS, INDIVIDUALLY AND COLLECTIVELY, AGREE TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR HEREIN, THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [LOANS, ANY PROJECT, ANY OPERATOR, ANY PROJECT DOCUMENT OR ANY OTHER DOCUMENT OR OCCURRENCE RELATING TO ANY PROJECT OR TO THE BUSINESS OF ANY BORROWER (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT. EACH BORROWER AGREES THAT NO INDEMNIFIED PARTY SHALL HAVE ANY LIABILITY (WHETHER DIRECT OR INDIRECT, HOWEVERIN CONTRACT OR TORT OR OTHERWISE) TO IT, ANY OF ITS SUBSIDIARIES, OR ANY SECURITY HOLDERS OR CREDITORS THEREOF ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN, EXCEPT TO THE LIMITATION AS EXTENT THAT SUCH LIABILITY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE DIRECTLY RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCEMISCONDUCT. THE EACH BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT.IN

Indemnification Limitation of Liability. 7.1 Each Party (Athe “Indemnifying Party”), to the maximum extent permitted by Law, shall defend, protect, indemnify and hold the other Party and its officers, employees and directors, as the case may be (“Indemnified Parties”), harmless from and against any and all losses, demands, damages (including, without limitation, special, consequential and punitive damages awarded to Third Parties), claims, liabilities, interest, awards, actions or causes of action, suits, judgments, settlements and compromises relating thereto, and all reasonable attorney’s fees and other fees and expenses in connection therewith (“Losses”) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERSwhich may be incurred by an Indemnified Party, DIRECTORSarising out of, EMPLOYEESdue to, AGENTSor in connection with, AND ADVISORS (EACHdirectly or indirectly, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMSthe Licensed Data or Marks provided by the Indemnifying Party to the other Party under this Agreement or a breach of any obligations, DAMAGESrepresentations and warranties under this Agreement by the Indemnifying Party, LOSSESexcept to the extent that such Losses are the result of the gross negligence or willful misconduct of an Indemnified Party. 7.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR PUNITIVE, LIABILITIESSPECIAL, COSTSINDIRECT, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY INCIDENTAL OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT CONSEQUENTIAL DAMAGES TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON NOR FOR ANY DAMAGES FOR BUSINESS INTERRUPTION OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER LOSS OF PROFITS, REVENUE, OPPORTUNITY OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECTSALES, HOWEVER, ARISING FROM OR RELATING TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST MADE UNDER THIS AGREEMENT OR THE AGENT, PROVISION OR THE FAILURE TO PROVIDE THE SERVICES. EACH PARTY’S LIABILITY FOR AGGREGATE LOSSES UNDER THIS AGREEMENT FOR ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTSCAUSE WHATSOEVER, AND ADVISERSREGARDLESS OF THE FORM OF ACTION, ON ANY THEORY OF LIABILITYWHETHER IN CONTRACT OR IN TORT, FOR CONSEQUENTIAL OR PUNITIVE SHALL BE LIMITED TO FIVE MILLION DOLLARS ($5,000,000). NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS AND EXCLUSIONS FROM LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO: (A) DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY FROM A BREACH OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT LICENSES GRANTED PURSUANT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY. ARTICLE 2; (B) WITHOUT PREJUDICE DAMAGES ARISING FROM A BREACH OF ARTICLE 5; AND (C) AMOUNTS PAID OR TO THE SURVIVAL OF ANY OTHER AGREEMENT BE PAID TO A THIRD PARTY AS A RESULT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND INDEMNIFICATION OBLIGATIONS OF THE BORROWER CONTAINED SET FORTH IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENTARTICLE 7.

Indemnification Limitation of Liability. (Aa) TO THE BORROWER AGREES TO INDEMNIFY FULLEST EXTENT PERMITTED BY THE TEXAS CONSTITUTION AND THE LAWS OF THE STATE OF TEXAS, LESSEE SHALL APPEAR AND FULLY DEFEND, INDEMNIFY, PROTECT, AND HOLD HARMLESS THE AGENT LESSOR AND EACH LENDER ITS MEMBERS, PARTNERS, SHAREHOLDERS, OWNERS, SUBSIDIARIES AND EACH AFFILIATES, AND ANY OF THEIR AFFILIATES AND THEIR RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, AND ADVISORS AGENTS (EACH, AN "INDEMNIFIED PARTY"COLLECTIVELY “INDEMNITEES”) FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, COSTS, JUDGMENTS, MECHANICS’ LIENS, VIOLATIONS OF ENVIRONMENTAL LAWS, ENVIRONMENTAL INVESTIGATIONS, REMEDIATIONS AND COMPLIANCE COSTS, STOP PAYMENT NOTICES, XXXX CLAIMS, PENALTIES, FINES, DAMAGES, BREACHES, LIABILITIES, LOSSES, LIABILITIESAND EXPENSES, COSTSINCLUDING ANY FEES AND COSTS OF ACCOUNTANTS, AND EXPENSES ATTORNEYS, EXPERTS, CONSULTANTS OR OTHER PROFESSIONALS, OR INVESTIGATION EXPENSES, LOSSES, OR LIABILITIES IN LAW OR IN EQUITY (INCLUDINGCOLLECTIVELY “DAMAGE”), WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH WITH, RESULTING FROM OR RELATED TO, THE INTENTIONAL, WILLFUL OR NEGLIGENT ACTS OF LESSEE RELATED TO THE LEASED PROPERTY, THIS AGREEMENT, THE LEASE BY REASON LESSEE OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATIONTHE LEASED PROPERTY, OR PROCEEDING THE OWNERSHIP, LEASING, SUBLEASING, POSSESSION, USE, OPERATION, LOCATION, PRESENCE, MAINTENANCE, ALTERATION, MODIFICATION, IMPROVEMENT, SERVICING, REPAIR, EXCHANGE, SUBSTITUTION, REPLACEMENT, OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTSLOSS OF, OR ANY DAMAGE TO, ANY ITEM OF THE TRANSACTIONS CONTEMPLATED HEREIN LEASED PROPERTY OR ANY INTEREST THEREIN, OR THE ACTUAL EXECUTION, DELIVERY, FILING, REGISTRATION, RECORDING, PRESENCE, PERFORMANCE OF, ANY PAYMENT UNDER OR PROPOSED USE THE ENFORCEMENT OF, OR THE CURE OF ANY DEFAULT OR THE PROCEEDS EXERCISE OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING REMEDY UNDER, THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)]TIME TO TIME PURSUANT TO THIS AGREEMENT, EXCEPT TO THE EXTENT SUCH CLAIMDAMAGE IS CAUSED BY AN INDEMNITEES’ NEGLIGENCE, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE FRAUD OR WILLFUL MISCONDUCT. , AND FURTHER PROVIDED THAT IN NO EVENT SHALL LESSEE BE LIABLE FOR CONSEQUENTIAL OR INDIRECT DAMAGES IN CONNECTION WITH THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY INDEMNIFICATION OBLIGATIONS PRESENT IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, 15(A) EXCEPT TO THE LIMITATION AS TO EXTENT SUCH DAMAGE IS CAUSED BY LESSEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN AND SUCH LIABILITY IS OTHERWISE PERMITTED BY THE PRECEDING SENTENCETEXAS CONSTITUTION AND THE LAWS OF THE STATE OF TEXAS. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN LESSEE UNDER THIS SECTION 12.9 15(A) SHALL SURVIVE THE PAYMENT REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT UNTIL THE EXPIRATION OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER STATUTE OF LIMITATIONS APPLICABLE TO THIS AGREEMENT.

Indemnification Limitation of Liability. 6.1. Each party shall defend, indemnify and hold harmless the other party, and its employees, officers, agents, Affiliates, representatives, and contractors from and against any claims, demands, loss, damage or expense (Aincluding reasonable attorneys’ fees) relating to or arising solely out of third party claims: (i) relating to such indemnifying party’s acts of gross negligence or willful misconduct in connection with its performance under this Agreement or a Schedule, or (ii) in the case of Client, third party claims relating to the use of Deliverables or combination, modification or use of the Deliverables with materials not provided by Mastercard or materials required by Client to be included in the Deliverables. 6.2. NOTWITHSTANDING ANY OTHER PROVISION TO THE BORROWER AGREES CONTRARY SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERSOTHER UNDER ANY LEGAL THEORY, DIRECTORSTORT, EMPLOYEESCONTRACT, AGENTSOR STRICT LIABILITY, AND ADVISORS (EACHFOR ANY SPECIAL, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMSINDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOSSESFOR LOSS OF PROFITS, LIABILITIESGOODWILL, COSTSOR ECONOMIC LOSS, REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT A PARTY’S WAIVER OF ITS RIGHT TO RECEIVE SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES SHALL NOT APPLY IN THE EVENT OF A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS DESCRIBED IN SECTION 7. EXCEPT AS SPECIFICALLY DESCRIBED HEREIN, MASTERCARD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SERVICES AND EXPENSES (INCLUDING, THE DELIVERABLES AND WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY MASTERCARD HEREBY EXCLUDES AND DISCLAIMS ALL EXPRESS OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT IMPLIED WARRANTIES AND CONDITIONS TO THE EXTENT SUCH CLAIMPERMITTED BY LAW, DAMAGEINCLUDING BUT NOT LIMITED TO, LOSSANY IMPLIED WARRANTY OF MERCHANTABILITY, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINALCOURSE OF DEALING, NON-APPEALABLE JUDGMENT BY INFRINGEMENT OR FITNESS FOR A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTYPARTICULAR PURPOSE. 6.3. Except with respect to (Ba) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDERthe parties’ indemnification obligations under Section 6.1 of this Agreement; or (b) Client’s breach of its obligations under Sections 3 or 4 of this Agreement, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENTthe maximum aggregate liability of any Party arising out of or relating to this Agreement or any Schedule, whether it arises by statute, contract, tort or otherwise, shall not exceed the amount of the Fees or the value of the Services and Deliverables in the Schedule under which the claim is brought. If no such fees or value of the Services and Deliverables is stated in the Schedule, then such maximum aggregate liability shall be limited in all respects to US$50,000 over the term of such Schedule.

Indemnification Limitation of Liability. 4.1 You will indemnify, defend and hold harmless DOCUPLAYER and its affiliates, officers, directors, employees, agents, successors and assigns (A) “DocuPlayer Indemnified Parties”), from and against all claims, demands, liabilities, damages and costs including, without limitation, its reasonable attorneys’ fees and other costs of defense, arising from or relating to your breach of any terms of this Agreement, your acts and omissions in using the Services, your use of the Services, and any third party claims related to use of the Services, including but not limited to claims about your User Created Content. 4.2 INFORMATION AND MATERIALS IN THE BORROWER AGREES SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU AGREE THAT ACCESS TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH SERVICES MAY BE SUSPENDED IN THE CASE OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERSTECHNICAL ERRORS, DIRECTORS, EMPLOYEES, AGENTSVIRUSES, AND ADVISORS (EACHTHE LIKE. 4.3 UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL DOCUPLAYER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE SERVICES, EVEN IF DOCUPLAYER OR AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, AUTHORIZED REPRESENTATIVE OF DOCUPLAYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES, LIABILITIES, COSTS, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. YOU EXPRESSLY UNDERSTAND AND EXPENSES AGREE THAT NEITHER DOCUPLAYER NOR ITS AFFILIATES WILL BE LIABLE WITH RESPECT TO ANY MATTER OF THIS AGREEMENT UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEESINCLUDING NEGLIGENCE) FOR ANY AMOUNT IN EXCESS OF FIVE HUNDRED DOLLARS ($500). 4.4 YOU AND DOCUPLAYER AGREE THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDINGRELATED TO THIS AGREEMENT, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN SERVICES OR THE ACTUAL OR PROPOSED USE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTACTION ACCRUES. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIESOTHERWISE, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATIONCAUSE OF ACTION IS PERMANENTLY BARRED. 4.5 SECURITY OF YOUR INFORMATION IS VERY IMPORTANT TO DOCUPLAYER. DOCUPLAYER UTILIZES HTTPS INTERNET CONNECTIONS, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO OFFERS PASSWORD PROTECTION FOR LINKS TO USER CREATED CONTENT AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, STORES USER CREATED CONTENT IN CLOUD-BASED STORAGE THAT MAINTAINS MULTIPLES PROTECTIONS AGAINST UNAUTHORIZED ACCESS AND PRIORITIZES SECURITY. HOWEVER, TO YOU UNDERSTAND AND EXPRESSLY ACKNOWLEDGE THAT NO MEANS OF COMMUNICATION IS 100% SECURE AND THAT ALL MEANS OF COMMUNICATION THROUGH THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN INTERNET, INCLUDING THE PRECEDING SENTENCE. THE BORROWER AGREES SERVICE PROVIDED BY DOCUPLAYER, CAN BE 100% SECURE AND WE DO NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTYGUARANTEE SECURITY. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT.

Indemnification Limitation of Liability. 7.1. Each party shall defend, indemnify and hold the other party harmless, and its employees, officers, agents, affiliates, representatives, and contractors from and against any claims, demands, loss, damage or expense (Aincluding reasonable attorneys’ fees) relating to or arising solely out of third party claims: (i) relating to a party’s acts of gross negligence or willful misconduct in connection with its performance under these Terms, or (ii) in the case of Client, third party claims relating to the use of Deliverables or combination, modification or use of the Deliverables with materials not provided by Mastercard or materials required by Client to be included in the Deliverables. 7.2. NOTWITHSTANDING ANY OTHER PROVISION TO THE BORROWER AGREES CONTRARY SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERSOTHER UNDER ANY LEGAL THEORY, DIRECTORSTORT, EMPLOYEESCONTRACT, AGENTSOR STRICT LIABILITY, AND ADVISORS (EACHFOR ANY SPECIAL, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMSINDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOSSESFOR LOSS OF PROFITS, LIABILITIESGOODWILL, COSTSOR ECONOMIC LOSS, REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT A PARTY’S WAIVER OF ITS RIGHT TO RECEIVE SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES SHALL NOT APPLY IN THE EVE NT OF A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS DESCRIBED IN SECTION 9. 7.3. EXCEPT AS SPECIFICALLY DESCRIBED HEREIN, MASTERCARD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE DELIVERABLES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY MASTERCARD HEREBY EXCLUDES AND DISCLAIMS ALL EXPRESS OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT IMPLIED WARRANTIES AND CONDITIONS TO THE EXTENT SUCH CLAIMPERMITTED BY LAW, DAMAGEINCLUDING BUT NOT LIMITED TO, LOSSANY IMPLIED WARRANTY OF MERCHANTABILITY, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINALCOURSE OF DEALING, NON-APPEALABLE JUDGMENT BY INFRINGEMENT OR FITNESS FOR A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTYPARTICULAR PURPOSE. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER7.4. Except with respect to Client’s breach of its payment obligations and breach of the license in Sections 2.1 and 5.1, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENTthe maximum aggregate liability of any Party arising out of or relating to these Terms, whether it arises by statute, contract, tort or otherwise, shall not exceed the amount of the Fees or the value of the Services and Deliverables; provided, however that such limitation shall not apply to the indemnity provided by such Party in Section 7.1.

Indemnification Limitation of Liability. (A) THE BORROWER AGREES TO 10.1. GENERAL INDEMNITY. CONSULTANT SHALL DEFEND, SAVE, HOLD HARMLESS, AND INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE STATE, ITS AGENCIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AGENTS AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGESSUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTSSTATUTORY PENALTIES, COSTS AND EXPENSES OF ANY NATURE WHATSOEVER, INCLUDING PERSONAL INJURY, DEATH, DAMAGE TO REAL PROPERTY AND DAMAGE TO TANGIBLE OR INTANGIBLE PERSONAL PROPERTY RESULTING FROM, ARISING OUT OF, OR RELATING TO THE INTENTIONAL, RECKLESS OR NEGLIGENT ACTS OR OMISSIONS OF CONTRACTOR OR ITS OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER THIS PRICE AGREEMENT AND ANY WORK ORDER CONTRACT ISSUED HEREUNDER, INCLUDING: (I) ANY CLAIM THAT CONSULTANT, A SUBCONTRACTOR, OR CONSULTANT’S STAFF OR A SUBCONTRACTOR’S STAFF ARE EMPLOYEES OF THE STATE OR ODOC FOR ANY REASON, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEESII) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENTSTATE OR ODOC, ANY LENDERWHICH, ANY IF TRUE, WOULD CONSTITUTE A BREACH BY CONSULTANT OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN REPRESENTATIONS, WARRANTIES, OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED COVENANTS SET FORTH IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENTPRICE AGREEMENT OR ANY WORK ORDER CONTRACT (“CLAIM”).

Indemnification Limitation of Liability. (Aa) Licensee shall indemnify, defend, and hold harmless Licensor, its affiliates, its licensors, and any other third parties involved in facilitating the provision of the Software, as well as their respective owners, directors, managers, officers, employees, and agents, from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, in any way connected with Licensee’s or any Authorized User’s violation of law, breach of this Agreement, or use of the Software, Documentation, or Content. (b) TO THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (i) IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF THEIR AFFILIATES AND ITS OR THEIR RESPECTIVE OFFICERSLICENSORS OR SERVICE PROVIDERS, DIRECTORSBE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, EMPLOYEESINTERRUPTION, AGENTSDELAY, AND ADVISORS (EACHOR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, AN "INDEMNIFIED PARTY") INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM AND AGAINST SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY AND ALL CLAIMSCONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE WHETHER ARISING OUT OF OR IN CONNECTION WITH OR BY REASON THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATIONINCLUDING NEGLIGENCE), OR PROCEEDING OR PREPARATION OTHERWISE, REGARDLESS OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT TO THE EXTENT WHETHER SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECTLICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.‌ (ii) IN NO EVENT WILL LICENSOR’S AND ITS AFFILIATES’, HOWEVERINCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL FEES PAID BY THE LICENSEE TO THE LIMITATION AS LICENSOR‌ PURSUANT TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED THIS AGREEMENT FOR THE SOFTWARE IN THE SIX (6) MONTHS PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTYSUCH CLAIM. (Biii) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF LIMITATIONS SET FORTH IN SECTION 12(b)(i) AND SECTION 12(b)(ii) SHALL APPLY EVEN IF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE LICENSEE’S REMEDIES UNDER THIS AGREEMENTAGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

Indemnification Limitation of Liability. Each Party (Athe “Indemnifying Party”) will indemnify, defend and hold harmless the other Party, and its affiliates and, in the case of Shift, each of its employees, officers, directors, agents or representatives and their respective successors and assigns (each an “Indemnified Party”) from any all damages, costs or claims incurred in connection with this Agreement (“Losses”) and arising out of or relating to any claim of liability to any third party caused by any (i) violation of applicable law (ii) gross negligence or willful misconduct or (iii) breach of any provision of this Agreement (including, for the avoidance of doubt, the failure of any representation or warranty provided by the Indemnifying Party to be true and correct) by the Indemnifying Party or, in the case of Shift, by any of the Indemnifying Party’s employees, officers, directors, agents or representatives. NEITHER SHIFT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS SHIFT TECHNOLOGY PLATFORM OR THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERSSERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE LIABLE FOR ANY INCIDENTAL, DIRECTORSSPECIAL, EMPLOYEESEXEMPLARY, AGENTSPUNITIVE, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, OR CONSEQUENTIAL DAMAGES, LOSSESINCLUDING LOST PROFITS, LIABILITIESLOSS OF DATA OR LOSS OF GOODWILL, COSTSSERVICE INTERRUPTION, AND EXPENSES (INCLUDINGCOMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST FOR ANY INDEMNIFIED PARTY, IN EACH CASE DAMAGES FOR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDINGTHIS AGREEMENT, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) FROM THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF OR INABILITY TO USE THE PROCEEDS OF THE LOANS [SHIFT TECHNOLOGY PLATFORM OR ANY SERVICES HEREUNDER WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)]OTHER LEGAL THEORY, EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SHIFT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH INVESTIGATIONDAMAGE, LITIGATION OR PROCEEDING EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS BROUGHT BY THE BORROWER, FOUND TO HAVE FAILED OF ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE LIMITATION CONTRARY, EXCEPT AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED PROVIDED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENTFIRST PARAGRAPH OF THIS SECTION 9, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES IN NO EVENT WILL SHIFT’S AGGREGATE LIABILITY ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED IN CONNECTION WITH THIS AGREEMENT AND OWNER’S USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED SHIFT TECHNOLOGY PLATFORM OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE SERVICES PROVIDED UNDER THIS AGREEMENT, EXCEED ONE THOUSAND DOLLARS ($1,000.00). THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN SHIFT AND OWNER. ANY CLAIM MADE HEREUNDER OR RELATING IN ANY WAY TO THIS AGREEMENT MUST BE MADE WITHIN SIX (6) MONTHS OF THE EVENT TO WHICH IT RELATES OR WILL FOREVER BE WAIVED.

Indemnification Limitation of Liability. 9.1 Each party (A) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN an "INDEMNIFIED PARTYIndemnifying Person") FROM AND AGAINST agrees to indemnify the other party (contracting for itself, and as trustee for its directors, officers, employees, agents and Sub-contractors) (such other party and each such person, an "Indemnified Person") against any losses, liabilities and costs incurred by such Indemnified Person arising as a result of or in connection with any claim brought against an Indemnified Person by a third party arising out of or in connection with (i) a material breach by the Indemnifying Person or any of its Affiliates of this Agreement or a Statement of Work, or (ii) the Indemnifying Person's wilful misconduct or gross negligence in connection with its performance of its obligations under this Agreement or a Statement of Work. 9.2 UNLESS OTHERWISE PROVIDED ELSEWHERE IN THIS AGREEMENT, NETCEL360 SHALL NOT BE LIABLE FOR ANY AND ALL CLAIMS, LOSS OR DAMAGES, LOSSESWHETHER ARISING IN CONTRACT, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY TORT OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTYOTHERWISE, IN EACH CASE ARISING OUT EXCESS OF APPLICABLE FEES PAID BY THE COMPANY FOR SERVICES AND/OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT PRODUCTS DIRECTLY RELATED TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. DAMAGE IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IMMEDIATELY PRECEDING SIX MONTHS. 9.3 IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWERNO EVENT WILL NETCEL360, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AFFILIATES AND ADVISERSSUB-CONTRACTORS BE LIABLE FOR ANY SPECIAL, ON ANY THEORY OF LIABILITYINDIRECT, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTSINCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, DOWNTIME, LOST OR DAMAGED FILES OR DATA, OR LOSS OF GOODWILL, RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING NEGLIGENCE OR OTHER TORTS, PRODUCT DEFECTS OR MALFUNCTIONS OR THE BREACH OF THIS AGREEMENT OR A STATEMENT OF WORK, IN EITHER CASE REGARDLESS OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE FORM OF LEGAL ACTION AND EVEN IF NETCEL360 HAS BEEN NOTIFIED OF THE PROCEEDS POSSIBILITY OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTYSUCH DAMAGES. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED 9.4 NOTHING IN THIS SECTION 12.9 AGREEMENT SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENTOPERATE TO EXCLUDE OR RESTRICT EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM THEIR NEGLIGENCE OR FROM FRAUD. 9.5 NetCel360 will defend and indemnify the Company against each loss, liability and cost which the Company incurs arising out of a third-party claim that a Service or Product infringes an Intellectual Property Right, provided that the Company: (a) promptly provides NetCel360 with written notice of the claim; (b) grants to NetCel360 sole control of the defence and settlement negotiations relating to such claim; and (c) provides all reasonable assistance in defending or settling such claim. However, NetCel360 wilx xxx xx xxxxxxxx xx defend or indemnify the Company if the claim results solely from the Company's or any of its Affiliates' alteration or misuse or unauthorised use of any Service or Product or relates solely to the use of any Service or Product in combination with a non-NetCel360 Service or Product. For non-NetCel360 Services and Products, the Company agrees to look to the indemnification and remedies, if any, provided by the manufacturer or provider of such Services and/or Products. In this Clause 9.5, "non-NetCel360 Service or Product" means a service or product not provided by NetCel360 or a Sub-contractor under this Agreement or a Statement of Work.

Indemnification Limitation of Liability. (A) THE BORROWER AGREES TO BUYER SHALL BE SOLELY RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY AND HOLD BENCH TREE HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGESDEMANDS, CAUSES OF ACTION, LOSSES, LIABILITIES, COSTS, DAMAGES AND EXPENSES COSTS (INCLUDING, WITHOUT LIMITATION, INCLUDING REASONABLE ATTORNEYS' ATTORNEYS FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR RELATING IN CONNECTION WITH ANY WAY TO BUYER’S USE OR BY REASON OF (INCLUDINGOPERATION THE PRODUCTS, INCLUDING WITHOUT LIMITATION, PROPERTY DAMAGE OR PERSONAL INJURY RESULTING FROM FIRE, EXPLOSION OR BLOWOUT OF ANY WELL; DAMAGE TO OR LOSS OF ANY RESERVOIR OR PRODUCTION FORMATION; DESTRUCTION, LOSS OR IMPAIRMENT OF ANY PROPERTY RIGHT IN CONNECTION WITH OR TO ANY INVESTIGATIONHYDROCARBON, LITIGATION, MINERAL SUBSTANCE OR PROCEEDING WATER; DAMAGE TO OR PREPARATION ESCAPE OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY HYDROCARBON OR OTHER MINERAL SUBSTANCE FROM ANY EXISTING PIPELINE OR STORAGE FACILITY; DAMAGE TO OR LOSS OF ANY WELL OR HOLE; POLLUTION DUE TO A BLOWOUT OR LOSS OF CONTROL OF A WELL (INCLUDING CONTROL AND REMOVAL OF THE TRANSACTIONS CONTEMPLATED HEREIN POLLUTANT(S); CONTROL OF A WILD WELL INCLUDING COSTS OF REDRILLING AND REMOVAL OF DEBRIS OR THE ACTUAL DIGRESSION OF A WELL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING HOLE FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)]ITS INTENDED PATH, EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION TRESPASS OR OTHER PROCEEDING TO WHICH ENCROACHMENT UPON THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS PROPERTY RIGHTS OF OTHERS. EXCEPT AS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED PROVIDED IN THE PRECEDING SENTENCE. , NEITHER PARTY SHALL BE LIABLE TO THE BORROWER AGREES NOT TO ASSERT OTHER FOR ANY CLAIM AGAINST THE AGENTSPECIAL, ANY LENDERINDIRECT, ANY OF THEIR AFFILIATESCONSEQUENTIAL, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OR FOR LOSS OF REVENUE OR OTHERWISE RELATING TO PROFITS, EVEN IF THE LOAN DOCUMENTS, ANY POSSIBILITY OF THE TRANSACTIONS CONTEMPLATED HEREIN DAMAGES OR THE ACTUAL LOSS HAD BEEN DISCLOSED OR PROPOSED USE OF THE PROCEEDS OF THE LOANSREASONABLY COULD HAVE BEEN FORESEEN. SO LONG AS NO EVENT OF DEFAULT THESE LIMITATIONS SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH APPLY REGARDLESS OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS FAILURE OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY. (B) WITHOUT PREJUDICE TO THE SURVIVAL ESSENTIAL PURPOSE OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENTLIMITED REMEDY.

Indemnification Limitation of Liability. (A) THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 13.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE 100 PROVISIONS OF THIS SECTION 12.9 13.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 13.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT.

Indemnification Limitation of Liability. 8.1 LICENSOR SHALL NOT BE LIABLE FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE BORROWER AGREES OPERATION OR USE OF THE SOFTWARE AND ANY SUPPORT SERVICES, INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES ARISING UNDER CONTRACT LAW, TORT LAW, WARRANTY OR OTHERWISE, OR ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST LICENSEE BY ANY THIRD PERSON, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY LICENSOR TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND LICENSOR'S REASONABLE CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST LICENSOR MORE THAN ONE HUNDRED EIGHTY (180) DAYS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE. 8.2 YOU SHALL INDEMNIFY AND HOLD LICENSOR HARMLESS THE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LOSSES, OBLIGATIONS OR OTHER LIABILITIES, COSTSDIRECTLY OR INDIRECTLY CAUSED BY YOUR USE OF THE SOFTWARE, AND ANY EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE LICENSOR IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTYREASONABLE ATTORNEY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR FEES. 8.3 NOTWITHSTANDING ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS PROVISION OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTY. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDERAGREEMENT, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE LICENSOR'S LIABILITIES UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY OR OTHERWISE SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED ONE HUNDRED DOLLARS ($100).

Indemnification Limitation of Liability. 1. You shall indemnify, defend and hold harmless SBS and its affiliates, officers, directors, employees, agents, successors and assigns (A) “SBS Indemnified Parties”), from and against all claims, demands, liabilities, damages and costs including, without limitation, its reasonable attorneys’ fees and other costs of defense, arising from or relating to your breach of any terms of this Agreement, your acts and omissions in using the Services, your use of the Services, and any third party claims related to content you provide in the Services. 2. INFORMATION AND MATERIALS IN THE BORROWER AGREES SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU AGREE THAT ACCESS TO INDEMNIFY AND HOLD HARMLESS THE AGENT AND EACH LENDER AND EACH SERVICES MAY BE SUSPENDED IN THE CASE OF THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERSTECHNICAL ERRORS, DIRECTORS, EMPLOYEES, AGENTSVIRUSES, AND ADVISORS (EACHTHE LIKE. 3. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SBS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE SERVICES, EVEN IF SBS OR AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, AUTHORIZED REPRESENTATIVE OF SBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES, LIABILITIES, COSTS, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. YOU EXPRESSLY UNDERSTAND AND EXPENSES AGREE THAT NEITHER SBS NOR ITS AFFILIATES WILL BE LIABLE WITH RESPECT TO ANY MATTER OF THIS AGREEMENT UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEESINCLUDING NEGLIGENCE) FOR ANY AMOUNT IN EXCESS OF FIVE HUNDRED DOLLARS ($500). 4. YOU AND SBS AGREE THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDINGRELATED TO THIS AGREEMENT, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN SERVICES OR THE ACTUAL OR PROPOSED USE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF THE PROCEEDS OF THE LOANS [(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY)], EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTACTION ACCRUES. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.9 APPLIESOTHERWISE, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING CAUSE OF ACTION IS BROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED; SUBJECT, HOWEVER, TO THE LIMITATION AS TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTAINED IN THE PRECEDING SENTENCE. THE BORROWER AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, ANY LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS. SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED HEREUNDER, NO CLAIM FOR WHICH INDEMNITY IS CLAIMED HEREUNDER SHALL BE COMPROMISED OR SETTLED BY AN INDEMNIFIED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER. NOTHING CONTAINED HEREIN SHALL PREVENT THE BORROWER FROM BRINGING A SEPARATE ACTION AGAINST ANY PARTY HERETO FOR BREACH OF ANY CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS NOR SHALL THE PROVISIONS OF THIS SECTION 12.9 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN THE BORROWER AND ANY OTHER PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN WHICH THE BORROWER IS THE PREVAILING PARTYPERMANENTLY BARRED. (B) WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 12.9 SHALL SURVIVE THE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT.