Indemnity Limitations for the Shareholders. Except as ------------------------------------------ provided herein, the sum of all Losses pursuant to which indemnification is payable by the Shareholders in the aggregate pursuant to Section 8.1(a)(i) and Section 8.1(a)(iv) shall not exceed the sum of (i) $8,250,000 (the "Cap"), plus (ii) an amount equal to the Indemnity Cap Adjustment --- ---- Amount (as adjusted, the "Adjusted Cap"), and no Shareholder shall be ------------ liable to Purchaser for any amount in excess of the sum of (x) the Cash Merger Consideration received by such Shareholder (which shall include for these purposes shares of MTL Stock), plus (y) the stated value of all shares of New Preferred Stock received by such Shareholder in connection with the consummation of the Merger (which shall not include, for purposes hereof, shares issued as a payment-in -kind dividend); provided, however, that in no event shall the -------- ------- limitations set forth in this Section 8.6(b) apply with respect to the representations and warranties set forth in the Subject R&W or any claim arising as a result of fraud. Notwithstanding anything else provided herein or in the Original Agreement, any payment to Purchaser in respect of Purchaser Losses, whether by setoff against the Qualified Letters of Credit, cash payments, setoff against the New Preferred Stock, or setoff or reduction made in respect of the stated value of the New Preferred Stock or any dividends thereunder or otherwise, shall be included in any calculation of amounts paid by the Shareholders for the purpose of determining, and shall be credited against, the Cap, the Adjusted Cap and the L/C Cap, and the amount of the Qualified Letters of Credit shall be reduced to account for such credit."

Indemnity Limitations for the Shareholders. The sum of all Losses pursuant to which indemnification is payable by the Shareholder Group pursuant to Section 9.1(a) shall not exceed $2,500,000 in the aggregate; PROVIDED, HOWEVER, that in no event shall the limitations set forth in this Section 9.2(b) apply to the rights of the Buyer Group to be indemnified pursuant to (i) Section 9.1(a)(i) with respect to the representations and warranties set forth in Sections 5.3, 5.19 and willful breaches, (ii) Section 9.1(a)(ii), and (iii) Section 9.1(a)(iii) other than with respect to any such claim, demand, Liability or obligation that arises out of the ESOP. In addition, the sum of all Losses pursuant to which indemnification is payable by the Shareholders and their respective heirs, estate and assigns pursuant to Section 9.1(b) shall not exceed $2,500,000 in the aggregate; PROVIDED, HOWEVER, that in no event shall the limitations set forth in this Section 9.2(b) apply to the rights of the Buyer Group to be indemnified pursuant to (i) Section 9.1(b)(i) with respect to representations and warranties set forth in Section 4.1 and willful breaches and (ii) Section 9.1(b)(ii). (c)

Indemnity Limitations for the Shareholders. Except as provided ------------------------------------------ herein, the sum of all Losses pursuant to which indemnification is payable by the Shareholders in the aggregate pursuant to Section 8.1(a)(i) and Section 8.1(a)(iv) shall not exceed $10,750,000 (the "Cap"), plus an amount equal to the --- ---- Indemnity Cap Adjustment Amount (the "Adjusted Cap"), and no Shareholder shall ------------ be liable to Purchaser for any amount in excess of the portion of the Merger Consideration received by such Shareholder; provided, however, that in no event -------- ------- shall the limitations set forth in this Section 8.6(b) apply with respect to the representations and warranties set forth in the Subject R&W or any claim arising as a result of fraud.

Indemnity Limitations for the Shareholders. From and after the ------------------------------------------ Closing, the sum of all Losses pursuant to which indemnification is payable by any Shareholder pursuant to Section 9.1(a) and/or Section 9.1(b) shall not exceed his, her or its pro rata share of the Aggregate Consideration; provided, -------- however, that in no event shall the limitations set forth in this Section 9.5(b) ------- apply with respect to (i) the Excluded Seller Representations, or (ii) any willful or knowing breach of such representations or warranties or any fraudulent or intentional acts or intentional misrepresentations of any Shareholder.

Indemnity Limitations for the Shareholders. The sum of all Losses pursuant to which indemnification is payable by the Shareholders pursuant to Section 10.2(a)(i) or 10.2(b)(i) shall not exceed $25,000,000 in the aggregate.

Indemnity Limitations for the Shareholders. Except as provided herein, the sum of all Losses pursuant to which indemnification is payable by the Shareholders in the aggregate pursuant to Section 8.1(a)(i) and Section 8.1(a)(iv) shall not exceed $10,750,000 (the "Cap"), plus an amount equal to the Indemnity Cap Adjustment Amount (the "Adjusted Cap"), and no Shareholder shall be liable to Purchaser for any amount in excess of the portion of the Merger Consideration received by such Shareholder; provided, however, that in no event shall the limitations set forth in this Section 8.6(b) apply with respect to the representations and warranties set forth in the Subject R&W or any claim arising as a result of fraud.

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Conditions for the Benefit of the Purchaser The purchase and sale of the Purchased Shares is subject to the following conditions to be fulfilled or performed at or prior to the Time of Closing, which conditions are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser in its sole discretion:
Limitation of Liability of the Sub-Adviser Neither the Sub-adviser nor any of its officers, directors, or employees, nor any person performing executive, administrative, trading, or other functions for the applicable Fund (at the direction or request of the Sub-adviser) or the Sub-adviser in connection with the Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement, shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Fund or (ii) any error of fact or mistake of law contained in any report or data provided by the Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance of its or his duties on behalf of the Fund or from reckless disregard by the Sub-adviser or any such person of the duties of the Sub-adviser pursuant to this Agreement.
LIMITATION OF LIABILITY OF THE SUB-ADVISOR Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder in the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. As used in this Section 6, the term "Sub-Advisor" shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.
Indemnification Provisions for Benefit of the Sellers In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 6.1 above, provided that any of the Sellers makes a written claim for indemnification against the Buyer pursuant to Section 8.8 below within such survival period, then the Buyer agrees to indemnify each of the Sellers from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Representations, Warranties and Covenants of the Sellers and Master Servicer (a) Countrywide hereby makes the representations and warranties set forth in (i) Schedule II-A, Schedule II-B, Schedule II-C and Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, (ii) Schedule III-A hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to all of the Mortgage Loans, and (iii) Schedule III-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Countrywide Mortgage Loans. Park Granada hereby makes the representations and warranties set forth in (i) Schedule II-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Granada Mortgage Loans. Park Monaco hereby makes the representations and warranties set forth in (i) Schedule II-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Monaco Mortgage Loans. Park Sienna hereby makes the representations and warranties set forth in (i) Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-E hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Sienna Mortgage Loans.
Indemnification Provisions for Buyer’s Benefit (a) Seller will defend, indemnify, and hold Buyer and its Affiliates (the “Buyer Indemnified Parties”) harmless from and pay any and all Damages, directly or indirectly, resulting from, relating to, arising out of, or attributable to any one of the following:
Covenants of the Company and Purchaser Regarding Indemnification (a) The Company agrees to indemnify, hold harmless, reimburse and defend the Purchasers, the Purchasers’ officers, directors, agents, Affiliates, counsel, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Purchaser or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company or breach of any warranty by Company in this Agreement, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.
Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser (a) The Mortgage Loan Seller hereby makes, as of the date hereof (and, in connection with any replacement of a Defective Loan (as defined in Section 4(f) hereof) with one or more Qualified Substitute Mortgage Loans (also as defined in Section 4(f) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2.
Indemnification Provisions for Benefit of the Seller In the event the Purchaser breaches (or in the event any third party alleges facts that, if true, would mean the Purchaser has breached) any of its representations, warranties, and covenants contained herein, during the Survival Period above, provided that the Seller makes a written claim for indemnification against the Purchaser within the Survival Period, then the Purchaser shall indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable Survival Period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Representations, Warranties, and Covenants of the Seller and the Master Servicer (a) IndyMac, in its capacities as Seller and Master Servicer, makes the representations and warranties in Schedule II, and by this reference incorporated in this Agreement, to the Depositor and the Trustee, as of the Closing Date.

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