Common use of Indemnification; Limitation on Damages Clause in Contracts

Indemnification; Limitation on Damages. (a) The Company shall indemnify and hold harmless TFM2, its Affiliates, and all of its and its Affiliates’ limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equityholders, affiliates and advisors (each such Person being an “Indemnified Party”) on demand from and against any and all losses, claims, demands, actions, causes of action, judgments, obligations, contracts, agreements, debts, costs, expenses, disbursements, damages and liabilities, whether known or unknown, contingent or otherwise, at common law, civil law and in equity, including in connection with seeking indemnification and, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the services contemplated by this Agreement or the engagement of TFM2 pursuant to, and the performance by TFM2 (or any other Person permitted hereunder) of the services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, demand, suit, investigation or proceeding is initiated or brought by any member of the Company Group; provided, that no Indemnified Party shall be entitled to any indemnification pursuant to this Agreement with respect to any investment losses or other Liabilities that may be incurred by such party solely in its capacity as an investor (directly or indirectly) in the Company Group. The Company shall on demand reimburse any Indemnified Party for all costs, fees, disbursements and expenses (including attorneys’ fees and expenses and fees and expenses of any investigator or consultant) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, demand, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company shall not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party to the extent that such is determined by a court of competent jurisdiction, in a final judgment from which no further appeal may be taken, to have resulted primarily from the fraud or willful misconduct of such Indemnified Party. The fees, expenses, costs and disbursements of an Indemnified Party (including attorneys’ fees and fees and expenses of any investigator or consultant) shall be paid by the Company as they are incurred only upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the fraud or willful misconduct of such Indemnified Party. (b) The Company Group’s sole and exclusive remedy against TFM2 and any other Indemnified Party for breach of this Agreement or otherwise arising from, in connection with or related to the performance of the services to be rendered hereunder, shall be to offset any fees otherwise payable to TFM2 by the amount of any Liabilities arising out of or relating to this Agreement or the services to be rendered hereunder, it being understood that any recovery shall be limited to recovery of actual damages, and no special, consequential, indirect, or punitive damages shall be allowed. No Indemnified Person shall be liable to the Company Group (i) for any breach hereunder by another Indemnified Person or (ii) for any breach by it, unless such breach constitutes fraud or willful misconduct as determined in a final judgment of a court of competent jurisdiction from which no appeal can be made.

Indemnification; Limitation on Damages. (a) The Company shall indemnify and hold harmless TFM2Apollo, its Affiliates, and all or any of its and or its Affiliates’ limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equityholders, affiliates and advisors (each such Person being an “Indemnified Party”) on demand from and against any and all losses, claims, demands, actions, causes of action, judgments, obligations, contracts, agreements, debts, costs, expenses, disbursements, damages and liabilities, whether known or unknown, contingent or otherwise, at common law, civil law and in equity, including in connection with seeking indemnification and, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the services contemplated by this Agreement or the engagement of TFM2 Apollo pursuant to, and the performance by TFM2 (or any other Person permitted hereunder) Apollo of the services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, demand, suit, investigation or proceeding is initiated or brought by any member of the Company Group; provided, that no Indemnified Party shall be entitled to any indemnification pursuant to this Agreement with respect to any investment losses or other Liabilities that may be incurred by such party solely in its capacity as an investor (directly or indirectly) in the Company Group. The Company shall on demand reimburse any Indemnified Party for all costs, fees, disbursements fees and expenses (including attorneys’ fees and expenses and fees and expenses of any investigator or consultantexpenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, demand, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company shall not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party to the extent that such is determined by a court of competent jurisdiction, in a final judgment from which no further appeal may be taken, to have resulted primarily from the fraud or willful misconduct of such Indemnified Party. The fees, expenses, costs attorneys’ fees and disbursements other expenses of an Indemnified Party (including attorneys’ fees and fees and expenses of any investigator or consultant) shall be paid by the Company as they are incurred only upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the fraud or willful misconduct of such Indemnified Party. (b) The Company Group’s sole and exclusive remedy against TFM2 and any other Indemnified Party Apollo for breach of this Agreement or otherwise arising from, in connection with or related to the performance of the services to be rendered hereunder, shall be to offset any fees otherwise payable to TFM2 Apollo by the amount of any Liabilities arising out of or relating to this Agreement or the services to be rendered hereunder, it being understood that any recovery shall be limited to recovery of actual damages, and no special, consequential, indirect, or punitive damages shall be allowed. No Indemnified Person shall be liable to the Company Group (i) for any breach hereunder by another Indemnified Person or (ii) for any breach by it, unless such breach constitutes fraud or willful misconduct as determined in a final judgment of a court of competent jurisdiction from which no appeal can be made.be

Indemnification; Limitation on Damages. (a) The Company shall indemnify and hold harmless TFM2Apollo, its Affiliates, and all of its and its Affiliates’ limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equityholders, affiliates and advisors (each such Person being an “Indemnified Party”) on demand from and against any and all losses, claims, demands, actions, causes of action, judgments, obligations, contracts, agreements, debts, costs, expenses, disbursements, damages and liabilities, whether known or unknown, contingent or otherwise, at common law, civil law and in equity, including in connection with seeking indemnification and, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the services contemplated by this Agreement or the engagement of TFM2 Apollo pursuant to, and the performance by TFM2 Apollo (or any other Person permitted hereunder) of the services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, demand, suit, investigation or proceeding is initiated or brought by any member of the Company Group; provided, that no Indemnified Party shall be entitled to any indemnification pursuant to this Agreement with respect to any investment losses or other Liabilities that may be incurred by such party solely in its capacity as an investor (directly or indirectly) in the Company Group. The Company shall on demand reimburse any Indemnified Party for all costs, fees, disbursements and expenses (including attorneys’ fees and expenses and fees and expenses of any investigator or consultant, but without duplication with Section 4(c)) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, demand, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company shall not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party to the extent that such is determined by a court of competent jurisdiction, in a final judgment from which no further appeal may be taken, to have resulted primarily from the fraud or willful misconduct of such Indemnified Party. The fees, expenses, costs and disbursements of an Indemnified Party (including attorneys’ fees and fees and expenses of any investigator or consultant) shall be paid by the Company as they are incurred only upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the fraud or willful misconduct of such Indemnified Party. (b) The Company Group’s sole and exclusive remedy against TFM2 Apollo and any other Indemnified Party for breach of this Agreement or otherwise arising from, in connection with or related to the performance of the services to be rendered hereunder, shall be to offset any fees otherwise payable to TFM2 Apollo by the amount of any Liabilities arising out of or relating to this Agreement or the services to be rendered hereunder, it being understood that any recovery shall be limited to recovery of actual damages, and no special, consequential, indirect, or punitive damages shall be allowed. No Indemnified Person shall be liable to the Company Group (i) for any breach hereunder by another Indemnified Person or (ii) for any breach by it, unless such breach constitutes fraud or willful misconduct as determined in a final judgment of a court of competent jurisdiction from which no appeal can be made.

Indemnification; Limitation on Damages. (a) The Company shall indemnify and hold harmless TFM2each Service Provider, its respective Affiliates, and all or any of its and or its Affiliates’ limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equityholders, affiliates and advisors (each such Person being an “Indemnified Party”) on demand from and against any and all losses, claims, demands, actions, causes of action, judgments, obligations, contracts, agreements, debts, costs, expenses, disbursements, damages and liabilities, whether known or unknown, contingent or otherwise, at common law, civil law and in equity, including in connection with seeking indemnification and, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the services contemplated by this Agreement or the engagement of TFM2 such Service Provider pursuant to, and the performance by TFM2 (or any other Person permitted hereunder) such Service Provider of the services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, demand, suit, investigation or proceeding is initiated or brought by any member of the Company Group; provided, that no Indemnified Party shall be entitled to any indemnification pursuant to this Agreement with respect to any investment losses or other Liabilities that may be incurred by such party solely in its capacity as an investor (directly or indirectly) in the Company Group. The Company shall on demand reimburse any Indemnified Party for all costs, fees, disbursements fees and expenses (including attorneys’ fees and expenses and fees and expenses of any investigator or consultantexpenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, demand, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company shall not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party to the extent that such is determined by a court of competent jurisdiction, in a final judgment from which no further appeal may be taken, to have resulted primarily from the fraud or willful misconduct of such Indemnified Party. The fees, expenses, costs attorneys’ fees and disbursements other expenses of an Indemnified Party (including attorneys’ fees and fees and expenses of any investigator or consultant) shall be paid by the Company as they are incurred only upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the fraud or willful misconduct of such Indemnified Party. (b) The Company Group’s sole and exclusive remedy against TFM2 and any other Indemnified Party a Service Provider for breach of this Agreement or otherwise arising from, in connection with or related to the performance of the services to be rendered hereunder, shall be to offset any fees otherwise payable to TFM2 such Service Provider by the amount of any Liabilities arising out of or relating to this Agreement or the services to be rendered hereunder, it being understood that any recovery shall be limited to recovery of actual damages, and no special, consequential, indirect, or punitive damages shall be allowed. No Indemnified Person shall be liable to the Company Group (i) for any breach hereunder by another Indemnified Person or (ii) for any breach by it, unless such breach constitutes fraud or willful misconduct as determined in a final judgment of a court of competent jurisdiction from which no appeal can be made.

Indemnification; Limitation on Damages. (a) The Company shall indemnify and hold harmless TFM2Apollo, its Affiliates, and all or any of its and or its Affiliates’ limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equityholders, affiliates and advisors (each such Person being an “Indemnified Party”) on demand from and against any and all losses, claims, demands, actions, causes of action, judgments, obligations, contracts, agreements, debts, costs, expenses, disbursements, damages and liabilities, whether known or unknown, contingent or otherwise, at common law, civil law and in equity, including in connection with seeking indemnification and, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the services contemplated by this Agreement or the engagement of TFM2 Apollo pursuant to, and the performance by TFM2 (or any other Person permitted hereunder) Apollo of the services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, demand, suit, investigation or proceeding is initiated or brought by any member of the Company Group; provided, that no Indemnified Party shall be entitled to any indemnification pursuant to this Agreement with respect to any investment losses or other Liabilities that may be incurred by such party solely in its capacity as an investor (directly or indirectly) in the Company Group. The Company shall on demand reimburse any Indemnified Party for all costs, fees, disbursements fees and expenses (including attorneys’ fees and expenses and fees and expenses of any investigator or consultantexpenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, demand, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company shall not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party to the extent that such is determined by a court of competent jurisdiction, in a final judgment from which no further appeal may be taken, to have resulted primarily from the fraud or willful misconduct of such Indemnified Party. The fees, expenses, costs attorneys’ fees and disbursements other expenses of an Indemnified Party (including attorneys’ fees and fees and expenses of any investigator or consultant) shall be paid by the Company as they are incurred only upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the fraud or willful misconduct of such Indemnified Party. (b) The Company Group’s sole and exclusive remedy against TFM2 and any other Indemnified Party Apollo for breach of this Agreement or otherwise arising from, in connection with or related to the performance of the services to be rendered hereunder, shall be to offset any fees otherwise payable to TFM2 Apollo by the amount of any Liabilities arising out of or relating to this Agreement or the services to be rendered hereunder, it being understood that any recovery shall be limited to recovery of actual damages, and no special, consequential, indirect, or punitive damages shall be allowed. No Indemnified Person shall be liable to the Company Group (i) for any breach hereunder by another Indemnified Person or (ii) for any breach by it, unless such breach constitutes fraud or willful misconduct as determined in a final judgment of a court of competent jurisdiction from which no appeal can be made.

Indemnification; Limitation on Damages. (aA) The Company shall CMGI and the Subsidiary jointly and severally agree to indemnify and hold harmless TFM2, its Affiliates, and all of its the Stockholder and its Affiliates’ limited partners, general partnersofficers, directors, memberspartners, officersemployees and agents (each, managers, employees, agents, independent contractors, equityholders, affiliates and advisors (each such Person being an “"Indemnified Party”Person") on demand from and against any and all losses, claims, demandsdamages, actions, causes of actionliabilities, judgments, obligationsfines, contractspenalties, agreements, debtscharges, costs, reasonable attorneys' fees and expenses, disbursementsamounts paid in settlement or expenses, damages and liabilities, whether known or unknown, contingent or otherwise, at common law, civil law and in equity, including in connection with seeking indemnification and, whether joint or several several, (collectively, "Claims") arising as a result of or related to any breach or alleged breach by CMGI or the “Liabilities”)Subsidiary of any of their respective representations, related towarranties, arising out of obligations and covenants set forth in this Agreement and the Pledge Agreement or in connection with the services contemplated enforcement by this Agreement the Stockholder of any of CMGI's or the engagement Subsidiary's obligations hereunder or thereunder, including the enforcement of TFM2 pursuant tothis indemnity, and for any and all fees and costs paid by the performance by TFM2 Stockholder to the Collateral Agent, other than the initial fees paid to the Collateral Agent to hold the PCCW Shares. (B) CMGI and the Subsidiary jointly and severally agree to indemnify and hold harmless each Indemnified Person from and against any claims, damages, liabilities, judgments and amounts paid in settlement, in each such case to or any other Person permitted hereunder) for the benefit of the services contemplated byPCCW, this Agreementand charges, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, demand, suit, investigation or proceeding is initiated or brought by any member of the Company Group; provided, that no Indemnified Party shall be entitled to any indemnification pursuant to this Agreement with respect to any investment losses or other Liabilities that may be incurred by such party solely in its capacity as an investor (directly or indirectly) in the Company Group. The Company shall on demand reimburse any Indemnified Party for all costs, fees, disbursements expenses and expenses (including reasonable attorneys’ ' fees and expenses and fees and expenses of any investigator or consultant) as they are incurred in connection with investigating, preparing, pursuing, preparing or defending or assisting in the defense of any action, claim, demand, suit, inquiry, proceeding or investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company shall not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party to the extent that such is determined by a court of competent jurisdiction, in a final judgment from which no further appeal may be taken, to have resulted primarily from the fraud or willful misconduct of such Indemnified Party. The fees, expenses, costs and disbursements of an Indemnified Party (including attorneys’ fees and fees and expenses of any investigator or consultant) shall be paid by the Company as they are incurred only upon receipt, in each case, of an undertaking initiated by or on behalf of or for the benefit of PCCW against the Stockholder, or appeal taken from the foregoing (collectively, "PCCW Claims"), by or before any court or governmental, administrative or other regulatory agency or body (whether located in Ireland, Hong Kong, the United States or any other jurisdiction), whether pending or threatened ("Indemnified Party Damages"), to repay which any of them may become subject insofar as such amounts if it is finally judicially determined PCCW Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, relate to or are based upon a claim or allegation by or on behalf of PCCW that the Liabilities in question resulted primarily from entering into of the fraud Transaction Documents by CMGI and the Subsidiary or willful misconduct the performance by CMGI or the Subsidiary of such Indemnified Party. (b) The Company Group’s sole and exclusive remedy against TFM2 and any other Indemnified Party for breach of this Agreement their respective obligations under the Transaction Documents breaches or otherwise arising from, in connection conflicts with or related to the performance of the services to be rendered hereunder, shall be to offset any fees otherwise payable to TFM2 by the amount of any Liabilities arising out of allegedly breaches or relating to this Agreement allegedly conflicts with Section 6.2 or the services to be rendered hereunder, it being understood that any recovery shall be limited to recovery of actual damages, and no special, consequential, indirect, or punitive damages shall be allowed. No Indemnified Person shall be liable to the Company Group (i) for any breach hereunder by another Indemnified Person or (ii) for any breach by it, unless such breach constitutes fraud or willful misconduct as determined in a final judgment of a court of competent jurisdiction from which no appeal can be made.Section 6.7

Indemnification; Limitation on Damages. (a) The Company shall indemnify and hold harmless TFM2each Service Provider, its respective Affiliates, and all or any of its and or its Affiliates’ limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equityholders, affiliates and advisors (each such Person being an “Indemnified Party”) on demand from and against any and all losses, claims, demands, actions, causes of action, judgments, obligations, contracts, agreements, debts, costs, expenses, disbursements, damages and liabilities, whether known or unknown, contingent or otherwise, at common law, civil law and in equity, including in connection with seeking indemnification and, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the services contemplated by this Agreement or the engagement of TFM2 such Service Provider pursuant to, and the performance by TFM2 (or any other Person permitted hereunder) such Service Provider of the services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, demand, suit, investigation or proceeding is initiated or brought by any member of the Company Group; provided, that no Indemnified Party shall be entitled to any indemnification pursuant to this Agreement with respect to any investment losses or other Liabilities that may be incurred by such party solely in its capacity as an investor (directly or indirectly) in the Company Group. The Company shall on demand reimburse any Indemnified Party for all costs, fees, disbursements fees and expenses (including attorneys’ fees and expenses and fees and expenses of any investigator or consultantexpenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, demand, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company shall not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party to the extent that such is determined by a court of competent jurisdiction, in a final judgment from which no further appeal may be taken, to have resulted primarily from the fraud or willful misconduct of such Indemnified Party. The fees, expenses, costs attorneys’ fees and disbursements other expenses of an Indemnified Party (including attorneys’ fees and fees and expenses of any investigator or consultant) shall be paid by the Company as they are incurred only upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the fraud or willful misconduct of such Indemnified Party. (b) The Company Group’s sole and exclusive remedy against TFM2 and any other Indemnified Party a Service Provider for breach of this Agreement or otherwise arising from, in connection with or related to the performance of the services to be rendered hereunder, shall be to offset any fees otherwise payable to TFM2 such Service Provider by the amount of any Liabilities arising out of or relating to such Service Provider’s performance under this Agreement or the services to be rendered by such Service Provider hereunder, it being understood that any recovery shall be limited to recovery of actual damages, and no special, consequential, indirect, or punitive damages shall be allowed. No Indemnified Person shall be liable to the Company Group (i) for any breach hereunder by another Indemnified Person or (ii) for any breach by it, unless such breach constitutes fraud or willful misconduct as determined in a final judgment of a court of competent jurisdiction from which no appeal can be made.

Indemnification; Limitation on Damages. (a) The Company i. Except with respect to PC Losses, as defined in Section 9.a.ii., Intermediary shall indemnify and hold harmless TFM2each Company and Distributor and each of their directors, its Affiliatestrustees, officers, employees, and all each person, if any, who controls any of its them within the meaning of the 1933 Act, against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon (i) Intermediary’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Intermediary to comply with any provision of this Agreement, the Prospectus, other applicable Company documentation or applicable laws, rules and its Affiliates’ limited partnersregulations; (iii) any material breach by Intermediary of a representation or warranty made in this Agreement; (iv) any untrue statement or representation made by Intermediary with respect to a Fund or Shares other than statements contained in the Prospectuses, general partners482 Ads, or supplemental material authorized by Distributor; or (v) any dispute between Intermediary and a Clearing Firm with whom it has executed a Clearing Agreement. ii. Intermediary shall indemnify, defend and hold harmless each Company, Distributor, PIMCO and their members, parent and subsidiary companies, predecessors, successors and assigns and the respective officers, directors, members, officers, managers, employees, agents, independent contractors, equityholders, affiliates agents and advisors employees of each (each such Person being an “Indemnified PartyPIMCO Indemnitees”) on demand from and against any and all threatened and actual direct and third party claims, losses, claimsactions, demands, actionsliabilities, causes of actionproceedings, assessments, litigation, regulatory proceeding or investigation, judgments, obligations, contracts, agreements, debts, costs, expenses, disbursements, damages and liabilities, whether known or unknown, contingent or otherwise, at common law, civil law and in equity, costs (including in connection with seeking indemnification and, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the services contemplated by this Agreement or the engagement of TFM2 pursuant to, and the performance by TFM2 (or any other Person permitted hereunderreasonable attorneys’ fees) of the services contemplated by, this Agreement, whether any kind or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, demand, suit, investigation or proceeding is initiated or brought by any member of the Company Group; provided, that no Indemnified Party shall be entitled to any indemnification pursuant to this Agreement with respect to any investment losses or other Liabilities that may be nature incurred by such party solely in its capacity as an investor (directly or indirectly) in the Company Group. The Company shall on demand reimburse any Indemnified Party for all costs, fees, disbursements and expenses (including attorneys’ fees and expenses and fees and expenses of any investigator or consultant) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, demand, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company shall not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party to the extent that such is determined by a court of competent jurisdiction, in a final judgment from which no further appeal may be taken, to have resulted primarily from the fraud or willful misconduct of such Indemnified Party. The fees, expenses, costs and disbursements of an Indemnified Party (including attorneys’ fees and fees and expenses of any investigator or consultant) shall be paid by the Company as they are incurred only upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the fraud or willful misconduct of such Indemnified Party. (b) The Company Group’s sole and exclusive remedy against TFM2 and any other Indemnified Party for breach of this Agreement or otherwise arising from, in connection with or related to the performance of the services to be rendered hereunder, shall be to offset any fees otherwise payable to TFM2 by the amount of any Liabilities PIMCO Indemnitee whatsoever arising out of or relating to Intermediary’s use of the PIMCO Commentary (referred to herein as “PC Losses”). b. An indemnitor will reimburse an indemnitee for any legal or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such Loss, claim or action. This indemnity provided in this Agreement or Section 9 will be in addition to any liability which an indemnitor may otherwise have. c. If an indemnitee hereunder receives notice of the services commencement of an action and wishes to be rendered seek indemnification hereunder, the indemnitee will notify the indemnitor of such commencement within 10 days after the summons or other first legal process has been served. The omission so to notify the indemnitor will not relieve it being understood from any liability that it may have to any recovery shall be limited indemnitee otherwise than under this Section 9. If any such action is brought against any indemnitee and it properly notifies the indemnitor of such commencement, the indemnitor may assume the defense thereof with counsel reasonably satisfactory to recovery of actual damagesthe indemnitee, and no special, consequential, indirect, the indemnitee(s) in such action entitled to indemnification hereunder may participate in the defense or punitive damages shall be allowedpreparation of the defense of any such action. No Indemnified Person shall be liable If the indemnitor elects to assume the Company Group defense of any such action and retain counsel: (i) for the indemnitee(s) shall bear the fees and expenses of any breach hereunder additional counsel retained by another Indemnified Person or any of them and (ii) for the indemnitor shall not, without the prior written consent of the indemnitee(s), settle or compromise the liability of the indemnitee(s), or permit a default or consent to the entry of any breach by itjudgment in respect thereof, unless each indemnitee receives from the claimant a release from all liability in respect of such breach constitutes fraud or willful misconduct claim. If the indemnitor does not elect to assume the defense of any such action, the indemnitor will reimburse the indemnitee(s) named as determined defendant(s) in a final judgment such action for the fees and expenses of a court of competent jurisdiction from which no appeal can be madecounsel agreed upon by indemnitor and indemnitee. e. THE PARTIES AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO PARTY SHALL BE LIABLE TO ANOTHER PARTY FOR ANY PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY WHO IS LIABLE HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification; Limitation on Damages. (a) The Each of the Company shall and EP Corp. shall, jointly and severally, indemnify and hold harmless TFM2each Service Provider, its respective Affiliates, and all or any of its and or its Affiliates’ limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equityholders, affiliates and advisors (each such Person being an “Indemnified Party”) on demand from and against any and all losses, claims, demands, actions, causes of action, judgments, obligations, contracts, agreements, debts, costs, expenses, disbursements, damages and liabilities, whether known or unknown, contingent or otherwise, at common law, civil law and in equity, including in connection with seeking indemnification and, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the services contemplated by this Agreement or the engagement of TFM2 such Service Provider pursuant to, and the performance by TFM2 (or any other Person permitted hereunder) such Service Provider of the services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, demand, suit, investigation or proceeding is initiated or brought by any member of the Company Group; provided, that no Indemnified Party shall be entitled to any indemnification pursuant to this Agreement with respect to any investment losses or other Liabilities that may be incurred by such party solely in its capacity as an investor (directly or indirectly) in . Each of the Company Group. The Company shall on demand and EP Corp. shall, jointly and severally, reimburse any Indemnified Party for all costs, fees, disbursements fees and expenses (including attorneys’ fees and expenses and fees and expenses of any investigator or consultantexpenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, demand, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Neither the Company nor EP Corp. shall not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party to the extent that such is determined by a court of competent jurisdiction, in a final judgment from which no further appeal may be taken, to have resulted primarily from the fraud or willful misconduct of such Indemnified Party. The fees, expenses, costs attorneys’ fees and disbursements other expenses of an Indemnified Party (including attorneys’ fees and fees and expenses of any investigator or consultant) shall be paid by the Company and EP Corp., jointly and severally, as they are incurred only upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the fraud or willful misconduct of such Indemnified Party. (b) The Company Group’s sole and exclusive remedy against TFM2 and any other Indemnified Party a Service Provider for breach of this Agreement or otherwise arising from, in connection with or related to the performance of the services to be rendered hereunder, shall be to offset any fees otherwise payable to TFM2 such Service Provider by the amount of any Liabilities arising out of or relating to this Agreement or the services to be rendered hereunder, it being understood that any recovery shall be limited to recovery of actual damages, and no special, consequential, indirect, or punitive damages shall be allowed. No Indemnified Person shall be liable to the Company Group (i) for any breach hereunder by another Indemnified Person or (ii) for any breach by it, unless such breach constitutes fraud or willful misconduct as determined in a final judgment of a court of competent jurisdiction from which no appeal can be made.

Indemnification; Limitation on Damages. (a) The Company i. Except with respect to PC Losses, as defined in Section 9.a.ii., Bank shall indemnify and hold harmless TFM2each Company, its AffiliatesDistributor and Administrator and each of their directors, trustees, officers, employees, and all each person, if any, who controls any of its them within the meaning of the 1933 Act, against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon (i) Bank’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Bank to comply with any provision of this Agreement, the Prospectus, other applicable Company documentation or applicable laws, rules and its Affiliates’ limited partnersregulations; (iii) any material breach by Bank of a representation or warranty made in this Agreement; or (iv) any untrue statement or representation made by Bank with respect to a Fund or Shares other than statements contained in the Prospectuses, general partners482 Ads, or supplemental material authorized by Distributor. ii. Bank shall indemnify, defend and hold harmless each Company, Distributor, Administrator, PIMCO and their members, parent and subsidiary companies, predecessors, successors and assigns and the respective officers, directors, members, officers, managers, employees, agents, independent contractors, equityholders, affiliates agents and advisors employees of each (each such Person being an “Indemnified PartyPIMCO Indemnitees”) on demand from and against any and all threatened and actual direct and third party claims, losses, claimsactions, demands, actionsliabilities, causes of actionproceedings, assessments, litigation, regulatory proceeding or investigation, judgments, obligations, contracts, agreements, debts, costs, expenses, disbursements, damages and liabilities, whether known or unknown, contingent or otherwise, at common law, civil law and in equity, costs (including in connection with seeking indemnification and, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the services contemplated by this Agreement or the engagement of TFM2 pursuant to, and the performance by TFM2 (or any other Person permitted hereunderreasonable attorneys’ fees) of the services contemplated by, this Agreement, whether any kind or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, demand, suit, investigation or proceeding is initiated or brought by any member of the Company Group; provided, that no Indemnified Party shall be entitled to any indemnification pursuant to this Agreement with respect to any investment losses or other Liabilities that may be nature incurred by such party solely in its capacity as an investor (directly or indirectly) in the Company Group. The Company shall on demand reimburse any Indemnified Party for all costs, fees, disbursements and expenses (including attorneys’ fees and expenses and fees and expenses of any investigator or consultant) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, demand, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company shall not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party to the extent that such is determined by a court of competent jurisdiction, in a final judgment from which no further appeal may be taken, to have resulted primarily from the fraud or willful misconduct of such Indemnified Party. The fees, expenses, costs and disbursements of an Indemnified Party (including attorneys’ fees and fees and expenses of any investigator or consultant) shall be paid by the Company as they are incurred only upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the fraud or willful misconduct of such Indemnified Party. (b) The Company Group’s sole and exclusive remedy against TFM2 and any other Indemnified Party for breach of this Agreement or otherwise arising from, in connection with or related to the performance of the services to be rendered hereunder, shall be to offset any fees otherwise payable to TFM2 by the amount of any Liabilities PIMCO Indemnitee whatsoever arising out of or relating to the PIMCO Commentary (referred to herein as “PC Losses”). b. An indemnitor will reimburse an indemnitee for any legal or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such Loss, claim or action. This indemnity provided in this Agreement or Section 9 will be in addition to any liability which an indemnitor may otherwise have. c. If an indemnitee hereunder receives notice of the services commencement of an action and wishes to be rendered seek indemnification hereunder, the indemnitee will notify the indemnitor of such commencement within 10 days after the summons or other first legal process has been served. The omission so to notify the indemnitor will not relieve it being understood from any liability that it may have to any recovery shall be limited indemnitee otherwise than under this Section 9. If any such action is brought against any indemnitee and it properly notifies the indemnitor of such commencement, the indemnitor may assume the defense thereof with counsel reasonably satisfactory to recovery of actual damagesthe indemnitee, and no special, consequential, indirect, the indemnitee(s) in such action entitled to indemnification hereunder may participate in the defense or punitive damages shall be allowedpreparation of the defense of any such action. No Indemnified Person shall be liable If the indemnitor elects to assume the Company Group defense of any such action and retain counsel: (i) for the indemnitee(s) shall bear the fees and expenses of any breach hereunder additional counsel retained by another Indemnified Person or any of them and (ii) for the indemnitor shall not, without the prior written consent of the indemnitee(s), settle or compromise the liability of the indemnitee(s), or permit a default or consent to the entry of any breach by itjudgment in respect thereof, unless each indemnitee receives from the claimant a release from all liability in respect of such breach constitutes fraud or willful misconduct claim. If the indemnitor does not elect to assume the defense of any such action, the indemnitor will reimburse the indemnitee(s) named as determined defendant(s) in a final judgment such action for the fees and expenses of a court of competent jurisdiction from which no appeal can be madecounsel agreed upon by indemnitor and indemnitee. e. THE PARTIES AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO PARTY SHALL BE LIABLE TO ANOTHER PARTY FOR ANY PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY WHO IS LIABLE HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification; Limitation on Damages. (a) The Each of the Company shall and EP Corp. shall, jointly and severally, indemnify and hold harmless TFM2each Service Provider, its respective Affiliates, and all or any of its and or its Affiliates’ limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equityholders, affiliates and advisors (each such Person being an “Indemnified Party”) on demand from and against any and all losses, claims, demands, actions, causes of action, judgments, obligations, contracts, agreements, debts, costs, expenses, disbursements, damages and liabilities, whether known or unknown, contingent or otherwise, at common law, civil law and in equity, including in connection with seeking indemnification and, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the services contemplated by this Agreement or the engagement of TFM2 such Service Provider pursuant to, and the performance by TFM2 (or any other Person permitted hereunder) such Service Provider of the services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, demand, suit, investigation or proceeding is initiated or brought by any member of the Company Group; provided, that no Indemnified Party shall be entitled to any indemnification pursuant to this Agreement with respect to any investment losses or other Liabilities that may be incurred by such party solely in its capacity as an investor (directly or indirectly) in . Each of the Company Group. The Company shall on demand and EP Corp. shall, jointly and severally, reimburse any Indemnified Party for all costs, fees, disbursements fees and expenses (including attorneys’ fees and expenses and fees and expenses of any investigator or consultantexpenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, demand, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Neither the Company nor EP Corp. shall not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party to the extent that such is determined by a court of competent jurisdiction, in a final judgment from which no further appeal may be taken, to have resulted primarily from the fraud or willful misconduct of such Indemnified Party. The fees, expenses, costs attorneys’ fees and disbursements other expenses of an Indemnified Party (including attorneys’ fees and fees and expenses of any investigator or consultant) shall be paid by the Company and EP Corp., jointly and severally, as they are incurred only upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the fraud or willful misconduct of such Indemnified Party. (b) The Company Group’s sole and exclusive remedy against TFM2 and any other Indemnified Party a Service Provider for breach of this Agreement or otherwise arising from, in connection with or related to the performance of the services to be rendered hereunder, shall be to offset any fees otherwise payable to TFM2 such Service Provider by the amount of any Liabilities arising out of or relating to such Service Provider’s performance under this Agreement or the services to be rendered by such Service Provider hereunder, it being understood that any recovery shall be limited to recovery of actual damages, and no special, consequential, indirect, or punitive damages shall be allowed. No Indemnified Person shall be liable to the Company Group (i) for any breach hereunder by another Indemnified Person or (ii) for any breach by it, unless such breach constitutes fraud or willful misconduct as determined in a final judgment of a court of competent jurisdiction from which no appeal can be made.

Indemnification; Limitation on Damages. (a) The Company i. Except with respect to PC Losses, as defined in Section 9.a.ii.,Servicer shall indemnify and hold harmless TFM2each Company, its AffiliatesDistributor and Administrator and each of their directors, trustees, officers, employees, and all each person, if any, who controls any of its them within the meaning of the 1933 Act, against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon (i) Servicer’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Servicer to comply with any provision of this Agreement, the Prospectus, other applicable Company documentation or applicable laws, rules and its Affiliates’ limited partnersregulations; (iii) any material breach by Servicer of a representation or warranty made in this Agreement; or (iv) any untrue statement or representation made by Servicer with respect to a Fund or Shares other than statements contained in the Prospectuses, general partners482 Ads, or supplemental material authorized by Distributor. ii. Servicer shall indemnify, defend and hold harmless each Company, Distributor, Administrator, PIMCO and their members, parent and subsidiary companies, predecessors, successors and assigns and the respective officers, directors, members, officers, managers, employees, agents, independent contractors, equityholders, affiliates agents and advisors employees of each (each such Person being an “Indemnified PartyPIMCO Indemnitees”) on demand from and against any and all threatened and actual direct and third party claims, losses, claimsactions, demands, actionsliabilities, causes of actionproceedings, assessments, litigation, regulatory proceeding or investigation, judgments, obligations, contracts, agreements, debts, costs, expenses, disbursements, damages and liabilities, whether known or unknown, contingent or otherwise, at common law, civil law and in equity, costs (including in connection with seeking indemnification and, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the services contemplated by this Agreement or the engagement of TFM2 pursuant to, and the performance by TFM2 (or any other Person permitted hereunderreasonable attorneys’ fees) of the services contemplated by, this Agreement, whether any kind or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, demand, suit, investigation or proceeding is initiated or brought by any member of the Company Group; provided, that no Indemnified Party shall be entitled to any indemnification pursuant to this Agreement with respect to any investment losses or other Liabilities that may be nature incurred by such party solely in its capacity as an investor (directly or indirectly) in the Company Group. The Company shall on demand reimburse any Indemnified Party for all costs, fees, disbursements and expenses (including attorneys’ fees and expenses and fees and expenses of any investigator or consultant) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, demand, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company shall not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party to the extent that such is determined by a court of competent jurisdiction, in a final judgment from which no further appeal may be taken, to have resulted primarily from the fraud or willful misconduct of such Indemnified Party. The fees, expenses, costs and disbursements of an Indemnified Party (including attorneys’ fees and fees and expenses of any investigator or consultant) shall be paid by the Company as they are incurred only upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted primarily from the fraud or willful misconduct of such Indemnified Party. (b) The Company Group’s sole and exclusive remedy against TFM2 and any other Indemnified Party for breach of this Agreement or otherwise arising from, in connection with or related to the performance of the services to be rendered hereunder, shall be to offset any fees otherwise payable to TFM2 by the amount of any Liabilities PIMCO Indemnitee whatsoever arising out of or relating to Servicer’s use of the PIMCO Commentary (referred to herein as “PC Losses”). b. An indemnitor will reimburse an indemnitee for any legal or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such Loss, claim or action. This indemnity provided in this Agreement or Section 9 will be in addition to any liability which an indemnitor may otherwise have. c. If an indemnitee hereunder receives notice of the services commencement of an action and wishes to be rendered seek indemnification hereunder, the indemnitee will notify the indemnitor of such commencement within 10 days after the summons or other first legal process has been served. The omission so to notify the indemnitor will not relieve it being understood from any liability that it may have to any recovery shall be limited indemnitee otherwise than under this Section 9. If any such action is brought against any indemnitee and it properly notifies the indemnitor of such commencement, the indemnitor may assume the defense thereof with counsel reasonably satisfactory to recovery of actual damagesthe indemnitee, and no special, consequential, indirect, the indemnitee(s) in such action entitled to indemnification hereunder may participate in the defense or punitive damages shall be allowedpreparation of the defense of any such action. No Indemnified Person shall be liable If the indemnitor elects to assume the Company Group defense of any such action and retain counsel: (i) for the indemnitee(s) shall bear the fees and expenses of any breach hereunder additional counsel retained by another Indemnified Person or any of them and (ii) for the indemnitor shall not, without the prior written consent of the indemnitee(s), settle or compromise the liability of the indemnitee(s), or permit a default or consent to the entry of any breach by itjudgment in respect thereof, unless each indemnitee receives from the claimant a release from all liability in respect of such breach constitutes fraud or willful misconduct claim. If the indemnitor does not elect to assume the defense of any such action, the indemnitor will reimburse the indemnitee(s) named as determined defendant(s) in a final judgment such action for the fees and expenses of a court of competent jurisdiction from which no appeal can be madecounsel agreed upon by indemnitor and indemnitee. d. THE PARTIES AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO PARTY SHALL BE LIABLE TO ANOTHER PARTY FOR ANY PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY WHO IS LIABLE HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.