Common use of Liabilities Clause in Contracts

Liabilities. Except as provided in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.

Liabilities. Except as provided (a) Notwithstanding any provision contained in Sections 5(f)(i)-(ii) the Note, the Loan Agreement, the Mortgage or any other Loan Document to the contrary, Guarantor hereby absolutely, primarily, unconditionally and Sections 7(b)-(c) hereof, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure irrevocably guarantees to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the full prompt and complete payment and performance of all obligations and liabilities of Borrower arising under the Loan Documents (all of which obligations and liabilities are collectively hereinafter referred to as the "Liabilities"). All terms used and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement. (b) The validity of this Agreement and the obligations of Guarantor hereunder shall in no way be terminated, abated, affected or impaired by the happening from time to time of any event or condition, including, without limitation, any of the following: (i) the assertion or non-assertion by Lender of any of the rights or remedies available to Lender pursuant to the provisions of the Loan Documents or pursuant to any applicable statutes; (ii) the waiver by Lender of, or the failure of Lender to enforce, or the lack of diligence by Lender in connection with, the enforcement of any of its rights or remedies under the Loan Documents; (iii) the granting by Lender of any indulgence or extension of time; (iv) the exercise by Lender of any so-called self-help remedies; (v) any other act, omission or conditions which might in any manner or to any extent vary the risk to Guarantor or might otherwise operate as a discharge or release of the Guarantor under applicable law; (vi) the invalidity or unenforceability of all or any portion or provision of the Note; (vii) any release or discharge of or accord and satisfaction with Borrower or any other person or entity, by variation of the terms of the Note or otherwise; (viii) the impairment, modification, change, release, discharge or limitation of the liability of Borrower or the Guarantor or any of their estates in bankruptcy, resulting from or pursuant to the application of the bankruptcy or insolvency laws of or any decision of any court of the United States or any state thereof; (ix) any present or future law or order of any government (de jure or de facto) or of any agency thereof purporting to reduce, amend or otherwise affect the Liabilities or to vary any terms of payment, satisfaction or discharge thereof; (x) the waiver, compromise, settlement, release, extension, amendment, change, modification or termination of the terms of the Liabilities or any Loans hereunder or all of the obligations, covenants or agreements of Borrower under the Loan Documents (except by satisfaction in full of all Liabilities) or of the Guarantor under this Lending Agreement. Bank may charge ; (xi) the extension of the time for satisfaction, discharge or payment of the Liabilities or any amounts to which it is entitled hereunder against part thereof owing or payable by Borrower under the AccountLoan Documents or of the time for performance of any other obligations, and Lender shall be entitled to an accounting covenants or agreements under or arising out of all amounts so charged. Actions taken this Agreement or omitted the extension or renewal of any thereof; (xii) the existence of any other guaranty of the Liabilities in reliance upon Proper Instructionsfavor of Lender, or upon the enforcement or attempted enforcement of such other guaranty; and (xiii) any informationevent or action that would in the absence of this paragraph result in the release or discharge of the Guarantor from the performance or observance of any obligation, order, indenture, stock certificate, power of attorney, assignment, affidavit covenant or agreement contained in this Agreement or any other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithagreement.

Liabilities. Except as provided in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ ' and accountants’ ' fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ ' and accountants’ ' fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s 's rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.

Liabilities. Except as provided in Sections 5(f)(i)-(ii(i) The Subcustodian shall be indemnified and Sections 7(b)-(c) hereof, Bank shall held harmless by AFS and the Funds and not be liable for any costsaction taken or omitted to be taken by it in good faith or for any mistake of law or fact, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred for anything Subcustodian may do or refrain from doing in connection with or as required by Lenderthis Agreement, except those costsfor failure to exercise ordinary care or act in good faith. Except as otherwise set forth herein, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank Subcustodian shall have no obligation hereunder for: (i) costsresponsibility with respect to Fund assets. The Subcustodian shall, expensesfor the benefit of the Custodian, damagesAFS and the Funds, liabilities use the same care with respect to the handling of the Funds' assets in the Subscription Accounts as it uses with respect to its own assets similarly held. The Subcustodian shall have no responsibility with respect to any monies or claims (including attorneys’ any wire transfer, checks or other instruments for the payment of money unless and accountants’ fees)until actually received or secured by wire transfer by the Subcustodian. IN NO EVENT WILL THE SUBCUSTODIAN BE LIABLE TO THE CUSTODIAN, which are sustained or incurred by Lender by reason of any action or inaction by any pricing serviceAFS OR THE FUNDS FOR ANY INDIRECT DAMAGES, any Depository or a Triparty Institution or their respective successors or nominees; and LOST PROFITS, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHICH ARISE OUT OF OR IN CONNECTION WITH THE SERVICES CONTEMPLATED HEREIN. (ii) The Subcustodian shall indemnify, defend and save harmless the Custodian, AFS and each Fund from and against all loss, liability, claims and demands incurred by the Custodian, AFS or the Funds and any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of businessrelated out-of-pocket expenses, arising hereunder directly from the Subcustodian's bad faith, willful malfeasance or negligence in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing with its obligations pursuant under this Agreement and the Investment Company Act of 1940, as amended. (iii) The Custodian agrees to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it the Subcustodian harmless from and against any and all costsloss, expensesliability, damages, liabilities or claims, including reasonable fees claims and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank demands incurred by reason of or as a result of any action taken or omitted by Bank Subcustodian in connection with operating hereunder or enforcing Lender’s rights the performance by the Subcustodian in good faith of any activity under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out this Agreement pursuant to instructions of the negligence, bad faith or willful misconduct Custodian. (iv) It is understood and stipulated that neither the shareholders of Bank. The foregoing indemnity any Fund nor the members of the Board of such Fund shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithpersonally liable hereunder.

Liabilities. (a) The Acquired Assets shall be sold and conveyed to Buyer free and clear of all Liens (as defined in Section 3.8), except for Permitted Encumbrances (as defined in Section 3.10), except that Buyer shall assume, discharge and perform the following liabilities (the “Assumed Liabilities”): (i) those liabilities and obligations of Sellers under the contracts assigned to Buyer which are described in Section 1.1(d) (other than any obligation under any such contract related or arising prior to the Closing Date, including, without limitation, any liability for breach or nonperformance); provided, however, that if any such contract requires a consent to the assignment thereof to Buyer and such consent has not been obtained, then this Agreement, to the extent permitted by law, shall constitute an equitable assignment by Sellers to Buyer of all rights, benefits, title and interest, liabilities and obligations under such contract; (ii) those liabilities and obligations of Sellers as of the Closing Date under agreements for advertising to the extent to be run in issues of the Publications published after the Closing Date (subject to the adjustment provisions of Section 1.6 below); (iii) those liabilities and obligations of Sellers for trade accounts payable, advertising rebates payable and taxes which are included on the Closing Date Balance Sheet (as defined Section 1.6(c) below) (to the extent of the amount reflected on such balance sheet as a liability) and any expenses for which Buyer is responsible under Section 1.6(a); and (iv) those liabilities and obligations of the Publications included on the Closing Date Balance Sheet, which shall include paid in advance subscriptions and accrued liabilities of Sellers to employees of Sellers for unused vacation, sick leave, holiday and personal days (to the extent of the amounts reflected on such balance sheet and only to the extent Sellers do not have a legal obligation to pay such amounts upon termination of employment on or before the Closing Date). (b) Except as provided set forth in Sections 5(f)(i)-(iiSection 1.3(a) above or as otherwise expressly set forth herein, Buyer does not assume and Sections 7(b)-(c) hereof, Bank shall will not be liable for for, and Sellers shall remain unconditionally liable for, any costs, expenses, damages, other liabilities or claims obligations of Sellers (including attorneys’ and accountants’ feesor any other person, in the case of liabilities or obligations for Taxes) incurred by Lender(the “Excluded Liabilities”), except those costsincluding, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: but not limited to: (i) costs, expenses, damages, liabilities any liability or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of obligation arising prior to the Closing under any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and contract not described in Section 1.1(d) above; (ii) any failure to perform liability under any obligation due contract of insurance or relating to any matters beyond Excluded Assets; (iii) any liability to any of Sellers’ employees of any nature whatsoever related to the control period on or prior to the Closing Date, including under any employee benefit plan of Bank. In no event shall Bank be liable for indirect any nature and including, but not limited to, any Employee Benefit Programs, and any unemployment or consequential damages or lost profits or loss workers compensation claims; (iv) any liability arising out of business, arising hereunder or in connection herewith, even if previously informed any termination by any of Sellers of the possibility employment of any employee, consultant or independent contractor of any of Sellers on or prior to the Closing Date, or who retired on or prior to the Closing Date; (v) any liability under any litigation, proceeding or claim of any nature related to the Publications arising during, or brought by any person or entity with respect to, the period of time on or prior to the Closing Date, whether or not such damages litigation, proceeding or claim is pending, threatened or asserted before, on or after the Closing Date; (vi) any liability for (A) any Taxes (other than Taxes of Sellers assumed by Buyer pursuant to Section 1.3(a)(iii) above) with respect to the Publications or the Acquired Assets for periods ending on or prior to the Closing Date and regardless Taxes deemed, pursuant to Section 1.6(b), payable for the portion ending on the Closing Date of a Straddle Period (as defined in Section 1.6(b)), (B) except as allocated in Section 10.4, any Taxes imposed on the transfer of the form Acquired Assets or the Publications on or prior to the Closing Date and, (C) any estate or gift Taxes imposed with respect to Sellers, the Acquired Assets or the Publications on or prior to the Closing Date; provided, however, that Transfer Taxes (as defined in Section 10.4) on the transfer of action. Except for any costs or expenses incurred by Bank in performing its obligations the Acquired Assets pursuant to Sections 5(f)(i)-(iithis Agreement shall be paid by Buyer as provided in Section 10.4; (vii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank except as otherwise set forth in providing services hereunderthis Agreement, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank incurred by reason of or as a result of any action taken or omitted by Bank Sellers in connection with operating hereunder the negotiation, execution or enforcing Lender’s rights under the applicable MSLAperformance of this Agreement (including, without limitation, all legal, accounting, brokers, finders and other than those costs, professional fees and expenses, damages); (viii) any and all obligations, liabilities or claims and/or commitments, including but not limited to obligations, liabilities and/or commitments pursuant to any Environmental Law (as defined in Section 3.16), arising out of or related to facts, circumstances, conditions or events arising from or related to the negligence, bad faith Real Property (as defined in Section 3.10) and/or the operation of the Publications thereon that occurred on or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding prior to the termination of any Loans hereunder or of this Lending Agreement. Closing Date; and (ix) the Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted Liens (as defined in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithSection 3.10(l)).

Liabilities. Except as provided in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ ' and accountants’ ' fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ ' and accountants’ ' fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of 10 counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s 's rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.

Liabilities. Except as provided (a) At the Closing, Buyer shall assume all liabilities and obligations of Seller under Contracts and Leases and all other liabilities and obligations of Seller, other than those set forth in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereofSection 2.3(b), Bank that are set forth on Schedule 2.3 (the "Assumed Obligations"). Buyer shall not assume or have any liabilities with respect to any other obligation or liability of Seller that is not included in the Assumed Obligations. (b) Anything in this Agreement to the contrary notwithstanding, Buyer shall not assume, or in any way be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder responsible for: : (i) costsExcept as set forth in Section 3.1(e), expenses, damages, (A) any liabilities or claims obligations of Seller, or any consolidated group of which Seller is a member, or of any stockholders (including attorneys’ the "Stockholders") for any Taxes, accrued for, applicable to or arising from any period on or prior to May 31, 1997, or in connection with the consummation of the transactions contemplated herein, and accountants’ fees(B) any liability of the Seller for the unpaid Taxes of any Person under Treasury Regulation ss.1.1502-6 (or any similar provision of state, local, or foreign law), which are sustained as a transferee or incurred successor, by Lender by reason of any action contract, or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and otherwise; (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless Seller to indemnify any Person by reason of the form fact that such Person was a director, officer, employee or agent of action. Except any of the Seller or was serving at the request of any such entity as a partner, trustee, director, officer, employee or agent of another entity (whether such indemnification is for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expensesjudgments, damages, liabilities penalties, fines, costs, amounts paid in settlement, losses, expenses or claimsotherwise and whether such indemnification is pursuant to any statute, including reasonable fees charter document, bylaw, agreement or otherwise); (iii) any liability of the Seller for costs and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank incurred in connection with operating hereunder this Agreement and the transactions contemplated herein; (iv) any intercompany payables or enforcing Lender’s rights any liabilities or obligations of Seller owing to any Affiliate of Seller or to any Other Seller or any Affiliate thereof, all of which shall be released on or prior to the Closing Date; (v) any liability or obligation of the Seller under this Agreement; (vi) any Environmental, Health and Safety Liability arising solely from occurrences or conditions on or prior to the Closing Date, or, for any such liability arising from occurrences or conditions both before and after the Closing, the portion of any such liability caused by occurrences prior to the Closing Date; (vii) any liability or obligation relating to the Seller Plans or any other Employee Benefit Plans, including but not limited to any liability or obligation with respect to COBRA or any multiemployer plan (as defined in Section 3(37) or 4001(a)(3) of ERISA); and (viii) any liability or obligation not expressly set forth in the Balance Sheet, except those which may arise with respect to the period after the Closing Date under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors Contracts and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, Leases and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted as set forth in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithSchedule 2.3.

Liabilities. Except as provided for herein, Buyer will not assume any liabilities of Sellers. Excluded liabilities (the “Excluded Liabilities”) shall include, without limitation, the following: (a) liabilities arising from Sellers’ breaches, defaults or failures of performance (i) under the Purchased Contracts; (ii) under contracts not included in Sections 5(f)(i)-(iithe Purchased Contracts, including but not limited to any leases for the rental of any real property; or (iii) and Sections 7(b)-(c) hereofthe operation of the Business, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of events occurring on or before the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: Closing; (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (iib) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable liabilities for indirect Taxes incurred or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred accrued by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claimsSellers, including reasonable fees but not limited to payroll, sales, income, and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or any Taxes that become due as a result of the transactions contemplated by this Agreement; (c) any action taken debt, payables or omitted by Bank in connection with operating hereunder other liabilities, including without limitation any equipment or enforcing Lender’s rights under the applicable MSLAother leases (operating, other than those costscapitalized or otherwise), expensesany 401(k), damagesprofit sharing or pension plan, liabilities any deferred compensation payables, accrued bonus, payroll or claims vacation payables, or COBRA-related obligations; (d) any litigation, dispute or Action pending or threatened against Sellers (or its shareholders or management as applicable); and any warranty liability to customers arising out of events occurring on or before the negligenceClosing Date; (e) accrued interest on any debt obligations of the Sellers; and (f) any liabilities not related to the Business. Notwithstanding the foregoing, bad faith or willful misconduct as part of Bank. The foregoing indemnity the consideration for the Assets, Buyer shall be a continuing obligation assume on the Closing Date only those obligations of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, Sellers to be genuine performed after the Closing under those Purchased Contracts, Licenses and Permits constituting Assets, but excluding any obligations or bearing liabilities arising from any performance, omissions, activities or events related to any such Purchased Contract, License or Permit occurring on or prior to the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute Closing (the same, shall be conclusively presumed to have been taken or omitted in good faith“Assumed Liabilities”).

Liabilities. Except as provided Notwithstanding any provision in Sections 5(f)(i)-(iithis Agreement or any other writing to the contrary, the Buyer is not assuming any Liability of the Seller of whatever nature, whether presently in existence or arising hereafter, other than (collectively, the “Assumed Liabilities”): (a) and Sections 7(b)-(call Liabilities of the Seller under the Assumed Contracts (other than those Liabilities that arose or accrued based on any act, event, or omission that occurred prior to the Closing Date, which shall in all cases be retained by the Seller irrespective of whether they are known at Closing or become known only after the Closing, or based on any breach or default of the Seller which occurred prior to the Closing Date); (b) hereof, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims all Liabilities arising out of ownership or operation of the negligenceWholesale Business or the Acquired Assets after the Closing Date; (c) all of the Liabilities listed on the attached Schedule 2.3(c); provided, bad faith that the Buyer shall in no event assume any Liabilities of the Seller arising from or willful misconduct of Bank. Bank shall have no obligation hereunder for: in connection with (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nomineesExcluded Asset; and (ii) any failure transactions between the Seller and any Affiliate of a Seller; (iii) matters not relating to perform the Wholesale Business or the Acquired Assets; (iv) any Debt or Guarantee of the Seller; (v) the Seller’s breach or default of any obligation due to any matters beyond or agreement; (v) the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or Seller’s expenses in connection herewith, even if previously informed with the Contemplated Transactions; (vi) insurance policies of the possibility Seller, (vii) obligations under Assumed Contracts that arose or accrued based on any act, event, or omission that occurred prior to the Closing Date, which shall in all cases be retained by Seller irrespective of such damages and regardless whether they are known at Closing or become known only after the Closing or based on any breach or default of the form of action. Except for any Seller that occurred prior to the Effective Date, (viii) claims, costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against other Liabilities under any and all costs, expenses, damages, liabilities or claimsEmployee Plans, including reasonable fees and expenses without limitation relating to health or retirement benefits, (ix) any Liability for or on account of counselTaxes arising prior to the Closing Date (whether known or unknown), which Bank may sustain or incur or which may be asserted against Bank (x) any Liability of the Seller to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of the Seller, or was serving at the request of such entity as a partner, trustee, director, officer, employee, or agent of another entity, (xi) any Liability of the Seller arising as a result of any legal or equitable action taken or judicial or administrative proceeding initiated at any time in respect of anything done, suffered to be done or omitted to be done by Bank in connection with operating hereunder such Seller or enforcing Lender’s rights under any of their respective directors, officers, employees or agents, (xii) any Liability of the applicable MSLA, other than those costs, expenses, damages, liabilities or claims Seller arising out of the negligenceTransaction Documents, bad faith (xiii) any Liability relating to or willful misconduct arising out of Bankproducts manufactured or sold or services rendered by the Seller prior to the Closing Date, whether or not related to the Wholesale Business, (xiv) any Liability of the Seller for making payments or providing, funding, insuring or administering benefits of any kind to it or its ERISA Affiliates’ employees or former employees, directors or officers, including without limitation any bonus, severance payment, change of control payment, retention payment or other compensation, benefit or payment that is created, accrues, accelerates or becomes payable to any present or former director, shareholder, employee or independent contractor, pursuant to any Contractual Obligation on or before the Closing Date as a result of the execution, delivery or consummation of the Contemplated Transactions (without regard to when any such compensation, benefit or payment is due and payable) (xv) any Liability not arising out of the operation of the Wholesale Business, (xvi) any Liability relating to compliance with the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq. The foregoing indemnity (“WARN Act”) and any state laws concerning layoffs or the closing or relocation of worksites or the like, which arises on or before the Closing Date; or (xvii) any Liabilities of the Seller incurred (or resulting from any action occurring) prior to the Closing that is not otherwise an Assumed Liability. All Liabilities that are not expressly assumed (or are expressly excluded) hereunder shall be a continuing obligation retained by and remain Liabilities of Lender, its successors the Seller and assigns, notwithstanding satisfied by the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts Seller in accordance with their terms (all such Liabilities not being assumed being herein referred to which it is entitled hereunder against as the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith“Excluded Liabilities”).

Liabilities. Except as provided in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank The Company shall not be liable for incur, create, assume or permit to exist any costsLiabilities, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder forexcept: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nomineesLiabilities existing on the date hereof; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, Liabilities arising hereunder or any other Liabilities owed to the Purchasers under the Loan Documents; (iii) trade accounts payable and other unsecured Liabilities incurred and payable in connection herewiththe ordinary course of business; (iv) Liabilities for Taxes, even if previously informed assessments, franchise fees, governmental charges, Liens or similar claims to the extent that payment thereof shall not be required to be made by the provisions hereof; (v) purchase money Liabilities relating to the purchase price of equipment to be used in the business of the possibility Company in an aggregate outstanding amount not to exceed at any one time $1,000,000; (vi) any renewals, extensions, substitutions, refinancings or replacements of any Liability otherwise permitted hereunder so long as (1) the aggregate amount of Liabilities represented thereby is not increased by such renewal, extension, substitution, refinancing or replacement, (2) the average life and the date such Liability is scheduled to mature are not shortened, (3) the new Liability shall not be senior in right of payment to the Liability that is being extended, renewed, substituted, refinanced or replaced and (4) the terms and conditions of such damages Liability are not more onerous to the Company in any material respect than the terms and regardless conditions of the form Liability renewed, extended, substituted, refinanced or replaced; (vii) any Liabilities the net proceeds of action. Except for which are used to repay the Notes in their entirety; or (viii) any costs Liabilities arising under the SVB Agreements; (ix) Liabilities owed by the Company to any of its subsidiaries or expenses owed by any of its subsidiaries to any other of its subsidiaries or to the Company; (x) Liabilities incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights restructuring plans publicly disclosed by the Company, including Liabilities associated with terminating the Company's lease obligation under the applicable MSLA, other than those costs, expenses, damages, liabilities Soquel Letter Agreement; (xi) Liabilities incurred in connection with the Symbol patent infringement litigation that do not constitute a Material Adverse Change; or claims arising out (xii) Liabilities incurred in connection with any settlement of litigation that is approved by the Board of Directors and the Purchasers holding at least a majority of the negligence, bad faith or willful misconduct outstanding aggregate principal amount of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of Notes issued pursuant to this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.

Liabilities. (a) Except as provided set forth in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereofPart 2.14 of the Seller Disclosure Schedule, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lenderthe Seller has no Liabilities, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; (including attorneys’ and accountants’ fees), which are sustained or ii) Liabilities incurred by Lender the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by reason the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to of its covenants or obligations under any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithTransactional Agreements.

Liabilities. Buyer shall assume only those obligations and liabilities set forth on Schedule B hereto (the “Assumed Liabilities”). Except for the Assumed Liabilities, Buyer is not assuming any existing, contingent or future liability of Seller (the “Excluded Liabilities”). Without limitations, the Excluded Liabilities include: (i) any liability for taxes of Seller; (ii) any obligations of Seller in respect of the assets of Seller not included in the Assets acquired hereunder; (iii) any liability of Seller pursuant to any employee benefit plan; (iv) any liabilities or obligations of Seller for borrowed money or interest on borrowed money; (v) any liabilities or obligations of Seller to affiliates of Seller; (vi) all claims, liabilities, or obligations of Seller as provided an employer, including, without limitation, liabilities for wages, supplemental unemployment benefits, vacation benefits, severance benefits, retirement benefits, Federal Consolidated Omnibus Budget Reconciliation Act of 1985 benefits, Federal Family and Medical Leave Act of 1993 benefits, Federal Workers Adjustment and Retraining Notification Act obligations and liabilities, or any other employee benefits, withholding tax liabilities, workers’ compensation, or unemployment compensation benefits or premiums, hospitalization or medical claims, occupational disease or disability claims, or other claims attributable in Sections 5(f)(i)-(iiwhole or in part to employment or termination by Seller or arising out of any labor matter involving Seller as an employer, and any claims, liabilities and obligations arising from or relating to any employee benefit plans; (vii) and Sections 7(b)-(c) hereofall claims, Bank shall not be liable for any costsliabilities, expenseslosses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lenderexpenses relating to any litigation, except those costsproceeding, expenses, damages, liabilities and claims or investigation of any nature arising out of the negligenceBusiness or ownership of the Assets on or prior to the Closing Date including, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing servicewithout limitation, any Depository claims against or a Triparty Institution any liabilities for injury to, or their respective successors death of, persons or nomineesdamage to or destruction of property, any workers’ compensation claims, and any warranty claims; (viii) except for the Assumed Liabilities, any accounts payable, other indebtedness, obligations or accrued liabilities of Seller; (ix) all claims, liabilities, or obligations of Seller arising or to be performed prior to the Closing Date under the PATH Contract; and and (iix) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of businesscontracts, arising hereunder or in connection herewithagreements, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunderleases, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit licenses or other instrument reasonably believed commitments of Seller not expressly assumed hereunder by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithBuyer.

Liabilities. Except as provided (a) Notwithstanding anything to the contrary contained herein, Buyer will not assume any Liabilities of Sellers except those listed on Schedule 2.4(a) (“Assumed Liabilities”), which list includes $9,000,000 in Sections 5(f)(i)-(iiaggregate of notes payable (the “Notes”) and Sections 7(b)-(call responsibilities for providing all services to Sold Merchants as set forth under the ISO Agreements as of the Closing. No assumption by Buyer of any of the Assumed Liabilities shall relieve or be deemed to relieve Sellers from any Liability under this Agreement with respect to any representations or warranties or covenants made by Sellers to Buyer. (b) hereofExcept for the Assumed Liabilities, Bank Buyer shall not assume pursuant to this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of a Seller, or any of its predecessors in interest, of any kind, character or description whatsoever (“Excluded Liabilities”), all of which shall continue to be liable for Liabilities of a Seller. Without intending to limit the generality or effect of the foregoing, Excluded Liabilities shall include the following Liabilities of a Seller or any costspredecessors in interest: (i) all interest accrued on the Notes as of the Closing Date; (ii) Liabilities arising from a Seller’s breaches, expenses, damages, liabilities defaults or claims failures of performance (including attorneys’ and accountants’ feesA) incurred by Lender, except those costs, expenses, damages, liabilities and claims under the Assumed Contracts or (B) the operation of the Business arising out of events occurring on or before the negligenceClosing; (iii) any Liabilities for Taxes incurred or accrued by a Seller, bad faith including but not limited to payroll, sales, income, and any Taxes that become due as a result of the transactions contemplated by this Agreement; (iv) any debt, payables or willful misconduct of Bank. Bank shall have no obligation hereunder for: other Liabilities, including without limitation any equipment or other leases (operating, capitalized or otherwise), profit sharing or pension plan, any deferred compensation payables, accrued bonus, payroll or vacation payables, or other employment-related obligations; (v) any litigation, dispute or Action pending or threatened against a Seller or its management, other than those related to IP Claims being transferred and assigned to Buyer; (vi) (i) costsLiabilities to be paid or performed prior to or after the Effective Time under the Sold Merchant’s merchant agreements, expensesincluding liability for chargebacks, damagescard association fines and other credit-related losses relating to transactions processed prior to or after the Effective Time, liabilities and any expenses relating to transactions processed prior to or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; after the Effective Time and (ii) all Liabilities under the ISO Agreements relating to transactions processed prior to or after the Effective Time; (vii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, Liabilities arising hereunder or in connection herewithwith, even if previously informed or relating to, (A) any employee benefit plan of the possibility Sellers, including any withdrawal Liability under Part I of such damages and regardless Subtitle E of Title IV of ERISA for a “complete withdrawal” (within the form meaning of action. Except Section 4203 of ERISA) or a “partial withdrawal” (within the meaning of Section 4205 of ERISA), or the amendment, termination or freeze of any employee benefit plan, (B) any Employee or former employee of any Seller or any spouse, child or other dependent or beneficiary of any Employee or former employee of any Seller, including Liabilities for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunderwages, Lender shall indemnify Bank and hold it harmless from and against any and all costssalaries, expenses, damages, liabilities benefits or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding (C) the termination of employment by or with Seller of any Loans hereunder or of this Lending Agreement. Bank may charge Employee; and (viii) any amounts Liabilities not related to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithBusiness.

Liabilities. Except as provided in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank The Company shall not be liable for incur, create, assume or permit to exist any costsLiabilities, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder forexcept: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nomineesLiabilities existing on the date hereof; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, Liabilities arising hereunder or any other Liabilities owed to the Purchasers under the Loan Documents; (iii) trade accounts payable and other unsecured Liabilities incurred and payable in connection herewiththe ordinary course of business; (iv) Liabilities for Taxes, even if previously informed assessments, franchise fees, governmental charges, Liens or similar claims to the extent that payment thereof shall not be required to be made by the provisions hereof; (v) purchase money Liabilities relating to the purchase price of equipment to be used in the business of the possibility Company in an aggregate outstanding amount not to exceed at any one time $250,000; (vi) any renewals, extensions, substitutions, refinancings or replacements of any Liability otherwise permitted hereunder so long as (1) the aggregate amount of Liabilities represented thereby is not increased by such renewal, extension, substitution, refinancing or replacement, (2) the average life and the date such Liability is scheduled to mature are not shortened, (3) the new Liability shall not be senior in right of payment to the Liability that is being extended, renewed, substituted, refinanced or replaced and (4) the terms and conditions of such damages Liability are not more onerous to the Company in any material respect than the terms and regardless conditions of the form Liability renewed, extended, substituted, refinanced or replaced; (vii) any Liabilities the net proceeds of action. Except for which are used to repay the Notes in their entirety; or (viii) any costs Liabilities arising under the SVB Agreements; (ix) Liabilities owed by the Company to any of its subsidiaries or expenses owed by any of its subsidiaries to any other of its subsidiaries or to the Company; or (x) Liabilities incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under restructuring plans publicly disclosed by the applicable MSLACompany, other than those costs, expenses, damages, liabilities or claims arising out of including Liabilities associated with terminating the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithCompany's Soquel lease obligation.

Liabilities. Except as provided in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of Table of Contents counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.

Liabilities. Except as provided At the Closing, the Buyer shall assume, and agree to pay, perform and discharge only the liabilities of the Company (collectively, the “Assumed Liabilities”) set forth on Schedule 1.02(A). The Assumed Liabilities shall include, without limitation, any liabilities relating to any Assumed Benefit Plan but only to the extent such liabilities (x) arise out of or relate to facts, circumstances and conditions existing solely during the period after the Closing or to the extent arising out of any actions or omissions of Buyer after the Closing or (y) arise out of or relate to facts, circumstances and conditions existing solely during the period before the Closing and are satisfied by any assets that are set aside in Sections 5(f)(i)-(ii) trust or otherwise, or insurance policies or other funding vehicles to be used, for the purpose of paying any such liabilities relating to any such Assumed Benefit Plan and Sections 7(b)-(c) hereofincluded within the Acquired Assets. Without modifying the limited scope of the foregoing, Bank the Buyer shall not be liable assuming, and the Seller Group shall remain responsible for any costsand shall promptly pay, expensesperform and discharge, damagesat the Closing, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, all of the liabilities and claims arising out obligations of the negligenceCompany other than the Assumed Liabilities, bad faith including, without limitation, any and all Existing and Prior Liabilities (the “Excluded Liabilities”) set forth on Schedule 1.02(B), such that the Buyer will incur no liability or willful misconduct of BankLoss in connection therewith. Bank The Excluded Liabilities shall have no obligation hereunder for: include, without limitation, any liabilities relating to (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; Benefit Plan that is not an Assumed Benefit Plan and (ii) any failure Assumed Benefit Plan to perform the extent such liabilities (x) arise out of or relate to facts, circumstances and conditions existing as of or prior to the Closing or otherwise to the extent arising out of any obligation due actions or omissions of the Seller Group and (y) are not satisfied by any assets that are set aside in trust or otherwise, or insurance policies or other funding vehicles to be used, for the purpose of paying any liabilities relating to any matters beyond such Assumed Benefit Plan and included within the control of BankAcquired Assets. In no event The Seller Group shall Bank be liable for indirect or consequential damages or lost profits or loss of businessfully responsible for, arising hereunder or in connection herewithand, even if previously informed upon the terms and subject to all of the possibility of such damages conditions contained herein, at the Closing, the Seller Group shall ratify and regardless of confirm its retention of, and agreement to pay, perform and discharge, and to indemnify the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) Buyer and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank the Buyer Indemnitees and hold it the Buyer and the Buyer Indemnitees harmless from and against any and against, all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligenceExisting and Prior Liabilities of the Company in accordance with Article 7 hereof. At the Closing, bad faith or willful misconduct the Parent on behalf of Bankthe Buyer shall make payments from the Cash Amount to pay off, in full, the liabilities of the Company set forth on Schedule 1.02(B). The foregoing indemnity shall be a continuing obligation liabilities set forth on Schedules 1.02(A) and 1.02(B) constitute all the liabilities of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithCompany.

Liabilities. Except as provided in Sections 5(f)(i)-(ii) Anything herein contained to the contrary notwithstanding, Buyer shall assume and Sections 7(b)-(c) hereofmaintain responsibility for all claims and liabilities relative to the Assets, Bank of whatsoever nature, which accrue after the Effective Date and Seller shall assume and maintain responsibility for all claims and liabilities relative to the Assets, of whatsoever nature, which accrue prior to the Effective Date. Without limiting the generality of the foregoing, such claims and liabilities shall include, but shall not necessarily be liable for any costslimited to, expensesclaims and liabilities incident to returns, damagesrebates, liabilities or claims (including attorneys’ refunds, product liability, breach of contract and accountants’ fees) incurred by Lenderbreach of warranty. Seller and Buyer shall indemnify and save harmless each other, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or together with their respective employees, agents, successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of businessassigns, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any such claims and all costsliabilities. An indemnitor's indemnity obligation pursuant to this section shall be conditioned upon (a) indemnitee providing the indemnitor timely written notice of the claim, expenses(b) indemnitee providing complete and timely assistance in investigating and defending such claim, damages(c) indemnitee not settling, liabilities releasing or claimsotherwise disposing of such claim without indemnitor's prior written consent, and (d) indemnitor having exclusive control of the defense of any such claim, if it so elects, including reasonable fees and expenses selection of counsel. If indemnitee objects to indemnitor's selection of counsel, which Bank indemnitee may sustain hire counsel of its own choosing, and indemnitor's obligation to Indemnitee pursuant to this section shall cease. Prior to the settlement, release or incur or which may be asserted against Bank by reason of or as a result other disposition ("Disposition") of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLAsuch claim as it relates to indemnitee, other than those costs, expenses, damages, liabilities or claims arising out indemnitor shall give written notice to Indemnitee of the negligenceproposed terms and conditions of the proposed Disposition. Within 10 days of indemnitor's notice, bad faith indemnitee shall either give written notice to indemnitor of its consent to the proposed Disposition or willful misconduct its objection to the proposed Disposition. If indemnitee objects to the proposed Disposition of Bank. The foregoing indemnity such claim, indemnitor shall be a continuing obligation of Lendernot settle, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructionsrelease, or upon any informationotherwise dispose of such claim as it relates to indemnitee, orderbut shall withdraw from and promptly surrender to indemnitee the defense of such claim, indentureas it relates to indemnitee. Upon such withdrawal, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, indemnitor's obligation to be genuine or bearing the signature of a person or persons believed, in good faith, indemnitee pursuant to be authorized to sign, countersign or execute the same, this section shall be conclusively presumed to have been taken or omitted in good faithcease.

Liabilities. Except Purchaser hereby assumes and agrees to discharge and perform, and Seller hereby assigns to Purchaser, only the following liabilities of Seller, in each case only to the extent reflected on the Closing Statement (defined below) (collectively, the “Assumed Liabilities”): (a) accounts payable relating to the Business; (b) customer deposits; and (c) any outstanding obligations of the Assumed Contracts (excluding obligations and liabilities for breaches, defaults and unrecorded liabilities relating to periods before the Closing). Seller has listed all of the Assumed Liabilities on Exhibit B hereto. Other than the Assumed Liabilities specifically listed on Exhibit B, Purchaser shall not assume and shall not be liable for, and Seller shall retain and, as provided in Sections 5(f)(i)-(ii) between Purchaser and Sections 7(b)-(c) hereofSeller, Bank remain solely liable for and obligated to discharge, all of the debts, shareholder loans, indebtedness for borrowed money, environmental claims, bulk sales liabilities or other liabilities, commitments, obligations and other liabilities of Seller, whether known or unknown, accrued or not accrued, fixed or contingent, and arising out of or resulting from Seller’s operation of the Business before the Closing. Without limiting the foregoing, Purchaser shall not assume and shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred sales taxes owed by Lender, except those costs, expenses, damages, liabilities and claims Seller arising out of Seller’s operation of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing serviceBusiness prior to the Closing, any Depository real estate and equipment leases of Seller’s facility and Purchaser shall not be responsible for any employees, severance or a Triparty Institution related obligations of Seller, including any employment agreements, employment obligations, benefits or their respective successors or nominees; and (ii) any failure to perform any obligation due severance relating to any matters beyond the control of Bankits employees. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees Costs and expenses of counselSeller incurred or to be incurred by it in the negotiation and preparation of this Agreement and carrying out the transactions contemplated by this Agreement, including legal fees, shall not be set forth on Exhibit B and shall not be an Assumed Liability. Any liabilities and obligations of Seller which Bank may sustain or incur or which may be asserted against Bank by reason are not Assumed Liabilities shall remain liabilities and obligations of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity Seller and shall be a continuing obligation of Lender, its successors called “Excluded Liabilities.” Seller shall indemnify and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of hold Purchaser harmless from all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithExcluded Liabilities.

Liabilities. Except as provided in Sections 5(f)(i)-(ii(i) The Subcustodian shall be indemnified and Sections 7(b)-(c) hereof, Bank shall held harmless by AFS and the Funds and not be liable for any costsaction taken or omitted to be taken by it in good faith or for any mistake of law or fact, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred for anything Subcustodian may do or refrain from doing in connection with or as required by Lenderthis Agreement, except those costsfor failure to exercise ordinary care or act in good faith. Except as otherwise set forth herein, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank Subcustodian shall have no obligation hereunder for: (i) costsresponsibility with respect to Fund assets. The Subcustodian shall, expensesfor the benefit of the Custodian, damagesAFS and the Funds, liabilities use the same care with respect to the handling of the Funds' assets in the Subscription Accounts as it uses with respect to its own assets similarly held. The Subcustodian shall have no responsibility with respect to any monies or claims (including attorneys’ any wire transfer, checks or other instruments for the payment of money unless and accountants’ fees)until actually received or secured by wire transfer by the Subcustodian. IN NO EVENT WILL THE SUBCUSTODIAN BE LIABLE TO THE CUSTODIAN, which are sustained or incurred by Lender by reason of any action or inaction by any pricing serviceAFS OR THE FUNDS FOR ANY INDIRECT DAMAGES, any Depository or a Triparty Institution or their respective successors or nominees; and LOST PROFITS, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHICH ARISE OUT OF OR IN CONNECTION WITH THE SERVICES CONTEMPLATED HEREIN. (ii) The Subcustodian shall indemnify, defend and save harmless the Custodian, AFS and each Fund from and against all loss, liability, claims and demands incurred by the Custodian, AFS or the Funds and any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of businessrelated out-of-pocket expenses, arising hereunder or in connection herewith, even if previously informed of directly from the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant Subcustodian's bad (iii) The Custodian agrees to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it the Subcustodian harmless from and against any and all costsloss, expensesliability, damages, liabilities or claims, including reasonable fees claims and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank demands incurred by reason of or as a result of any action taken or omitted by Bank Subcustodian in connection with operating hereunder or enforcing Lender’s rights the performance by the Subcustodian in good faith of any activity under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out this Agreement pursuant to instructions of the negligence, bad faith or willful misconduct Custodian. (iv) It is understood and stipulated that neither the shareholders of Bank. The foregoing indemnity any Fund nor the members of the Board of such Fund shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithpersonally liable hereunder.

Liabilities. Except (a) The Transferor shall indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees and agents from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of or based upon the arrangement created by this Agreement or any Supplement or any other Transaction Document; provided, however, that the Transferor shall not indemnify the Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence or willful misconduct by the Trustee; and provided, further, that the Transferor shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the direction of Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Investor Interest of the respective Series; and provided, further, that the Transferor shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as provided to any losses, claims or damages that would be incurred by any of them if the Investor Certificates were notes secured by the Receivables, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of such secured notes; and provided, further, that the Transferor shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Trustee or the Investor Certificateholders arising under any tax law, including, without limitation, any federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in Sections 5(f)(i)-(iiconnection herewith to any taxing authority. (b) The Transferor shall be liable directly to and Sections 7(b)-(c) hereofshall indemnify the injured party for all losses, Bank claims, damages, liabilities and expenses of the Trust to the extent that the Transferor would be liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Transferor were a general partner; provided, however, that the Transferor shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or any losses incurred by Lender by reason of any action or inaction by any pricing service, any Depository a Certificateholder or a Triparty Institution Certificate Owner in its capacity as an investor in the Certificates or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of businessliabilities, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred of the Investor Certificateholders or the Certificate Owners arising under any tax law, including, without limitation, any federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by Bank income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Investor Certificateholders or the Certificate Owners in performing its obligations pursuant connection herewith to Sections 5(f)(i)-(iiany taxing authority. (c) Any indemnification under this Section 7.04 shall not be payable from the assets of the Trust. The provisions of this indemnity shall run directly to and Sections 7(b)-(c) hereof and ordinary operating expenses incurred be enforceable by Bank in providing services hereunderan injured party subject to the limitations hereof. Any injured party seeking indemnification hereunder shall give the Transferor prompt written notice of any potential loss, Lender shall indemnify Bank and hold it harmless from and against any and all costsliability, expensesexpense, damages, liabilities damage or claimsinjury, including reasonable fees and expenses of counsel, which Bank may sustain actual or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bankthreatened litigation. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender Transferor shall be entitled to an accounting assume the defense of all amounts so chargedand to negotiate the settlement of any such claim. Actions taken or omitted in reliance upon Proper InstructionsThe obligations of the Transferor under this subsection 7.04 shall be evidenced by the Exchangeable Transferor Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, which shall be deemed to be genuine or bearing a separate Class of Certificate from all other Certificates issued by the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithTrust.

Liabilities. Except as provided At the Closing, the Buyer shall assume, and agree to pay, perform and discharge all liabilities of the Company other than Excluded Liabilities, including, without limitation, the Existing and Prior Liabilities, of the Company (collectively, the “Assumed Liabilities”). The Assumed Liabilities shall include, without limitation, any liabilities relating to any Assumed Benefit Plan but only to the extent such liabilities (x) arise out of or relate to facts, circumstances and conditions existing solely during the period after the Closing or to the extent arising out of any actions or omissions of Buyer after the Closing or (y) arise out of or relate to facts, circumstances and conditions existing solely during the period before the Closing and are satisfied by any assets that are set aside in Sections 5(f)(i)-(ii) trust or otherwise, or insurance policies or other funding vehicles to be used, for the purpose of paying any such liabilities relating to any such Assumed Benefit Plan and Sections 7(b)-(c) hereofincluded within the Acquired Assets. Without modifying the limited scope of the foregoing, Bank the Buyer shall not be liable assuming, and the Company shall remain responsible for any costsand shall promptly pay, expensesperform and discharge, damages, liabilities at the Closing (or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out in the case of the negligenceliabilities on Schedule 2.11(d), bad faith when due), any and all Existing and Prior Liabilities and all of the liabilities of the Company set forth on Schedule 1.02(a) and Schedule 2.11(d) (collectively, the “Excluded Liabilities”), such that the Buyer will incur no liability or willful misconduct of BankLoss in connection therewith. Bank The Excluded Liabilities shall have no obligation hereunder for: include, without limitation, any liabilities relating to (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; Benefit Plan that is not an Assumed Benefit Plan and (ii) any failure Assumed Benefit Plan to perform the extent such liabilities (x) arise out of or relate to facts, circumstances and conditions existing as of or prior to the Closing or otherwise to the extent arising out of any obligation due actions or omissions of the Seller Group and (y) are not satisfied by any assets that are set aside in trust or otherwise, or insurance policies or other funding vehicles to be used, for the purpose of paying any liabilities relating to any matters beyond such Assumed Benefit Plan and included within the control of BankAcquired Assets. In no event The Company shall Bank be liable for indirect or consequential damages or lost profits or loss of businessfully responsible for, arising hereunder or in connection herewithand, even if previously informed upon the terms and subject to all of the possibility of such damages conditions contained herein, at the Closing, the Company shall ratify and regardless of confirm its retention of, and agreement to pay, perform and discharge, and to indemnify the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) Buyer and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank the Buyer Indemnitees and hold it the Buyer and the Buyer Indemnitees harmless from and against any against, all of the Existing and Prior Liabilities of the Company in accordance with Article 7 hereof. Notwithstanding anything herein to the contrary, the Assumed Liabilities shall include all obligations of the Company assumed pursuant to Section 1.01(c), and all costs, expenses, damages, current liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligenceCompany reflected in the calculation of Working Capital, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Accountas provided in Section 1.04, and Lender such liabilities shall not be entitled Excluded Liabilities or Existing and Prior Liabilities. At the Closing, the Parent on behalf of the Buyer shall make payments from the Cash Amount to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bankpay off, in good faithfull, to be genuine or bearing the signature liabilities of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithCompany set forth on Schedule 1.02(a).

Liabilities. Except (i) as provided otherwise under the Transition Services Agreement or (ii) with respect to any Inactive Employee, as of the Closing (or, in Sections 5(f)(i)-(iithe case of an Offeree, the applicable Offeree Start Date), each Transferred Employee shall cease active participation in, and to the extent applicable, shall cease accruing benefits under, each Business Benefit Plan other than, to the extent applicable, the Conveyed Company Benefit Plans. Immediately prior to the Closing (or, in the case of an Offeree, the applicable Offeree Start Date), Seller shall cease all responsibility for and Liability with respect to coverage following the Closing (or, in the case of an Offeree, the applicable Offeree Start Date) and Sections 7(b)-(c) hereof, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out Transferred Employee under the Business Benefit Plans. Inactive Employees who are receiving long-term disability benefits as of the negligenceClosing Date shall remain employed by Seller and shall remain eligible for coverage under the Business Benefit Plans until such time that such employee returns from such leave and presents himself or herself for active employment with Purchaser or its Affiliates or until the employment of such employee is terminated by Seller in accordance with Seller’s long-term disability leave policies. From and after the Closing Date (or, bad faith or willful misconduct in the case of Bank. Bank an Offeree, the applicable Offeree Start Date), Purchaser shall have no obligation hereunder forassume, honor and be solely responsible for paying, providing and satisfying when due the following: (i) costsall vacation, expensespersonal days, damagessick pay and other paid time off for Transferred Employees earned but unused as of the Closing Date (or, liabilities or claims (including attorneys’ and accountants’ feesin the case of an Offeree, the applicable Offeree Start Date), which are sustained or incurred by Lender by reason of any action or inaction by any pricing serviceon terms and conditions not less favorable than the terms and conditions in effect immediately prior to the Closing Date, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) all compensation (including salary, wages, commissions, bonuses, incentive compensation, overtime, premium pay and shift differentials), vacation, personal days, sick pay and other paid time off, benefits and benefit claims, severance and termination pay (including any failure to perform employer sided Taxes or other payments related thereto), notice and benefits under all applicable Laws and under any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect Benefit Plan sponsored by Purchaser or consequential damages its Affiliates or lost profits other plan, policy, practice or loss of business, arising hereunder agreement sponsored by Purchaser or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any Affiliates and all costsother Liabilities, expensesin each case accruing, damages, liabilities incurred or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or arising as a result of any action taken employment or omitted by Bank separation from employment with Purchaser after the Closing Date (or, in connection with operating hereunder or enforcing Lender’s rights under the case of an Offeree, the applicable MSLAOfferee Start Date) with respect to Transferred Employees, and (iii) severance and termination pay (including any employer sided Taxes or other payments related thereto), notice or other termination indemnities accruing, incurred or arising as a result of separation from employment from Purchaser or its Affiliates of any Transferred Employee on or after the Closing Date (or, in the case of an Offeree, the applicable Offeree Start Date). Notwithstanding anything to the contrary contained herein, Purchaser shall assume, honor and be solely responsible for paying, providing and satisfying when due all Liabilities with respect to the employment, engagement or termination of the Additional Business Employees of the type for which the Conveyed Companies are responsible with respect to the Conveyed Company Employees, other than those costs, expenses, damages, liabilities Liabilities under or claims arising out of relating to Seller Benefit Plans that are not expressly assumed by Purchaser or the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of Conveyed Companies under this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithSection 5.5.

Liabilities. (i) Except as provided in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall not be liable for any costs, expenses, damages, losses, liabilities or claims (including attorneys’ and accountants’ fees) (collectively “Losses”) incurred by Lender, except those costs, expenses, damages, liabilities and claims Losses arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), for Losses which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective assigns, successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or Losses (including, but not limited to, lost profits or and loss of business), arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. . (ii) Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, Losses which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims Losses arising out of the negligence, bad faith or willful misconduct of Bank. Lender shall indemnify Bank against, and hold it harmless from, any Losses that may be imposed on, incurred by, or asserted against Bank as a result of any action or omission taken in good faith in accordance with any Proper Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement. The foregoing indemnity indemnities shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith. (iii) Bank shall be entitled to rely on, and may act upon, the advice of reputable professional advisers in relation to matters of law, regulation or market practice (which may be professional advisers of Lender) and that relate to the provision of securities lending services, and shall not be liable to Lender for any action taken or omitted pursuant to such advice. (iv) Bank shall have no liability for Losses that Lender may suffer or incur, caused by an act of God, fire, flood, civil disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, malfunction of equipment or software (except to the extent such malfunction is primarily attributable to Bank’s negligence in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, inability to access collateral held at a Triparty Institution or Depository or any cause beyond the reasonable control of Bank.

Liabilities. Except On and after the Closing Date, the Buyer and TEI shall, jointly and severally, assume and agree to pay, perform and discharge, when due, as provided in Sections 5(f)(i)-(iiadditional consideration for the purchase of the Purchased Assets, the following debts, obligations and liabilities of the Company (collectively, the “Assumed Liabilities”): (a) accrued compensation liabilities as of the Closing Date; (b) all of the Company’s outstanding accounts and Sections 7(b)-(ctrade payables, which are unpaid as of the Closing Date; (c) hereofall of the Company’s accrued expenses (excluding accrued income Taxes and inter-company expenses, Bank which are unpaid as of the Closing Date); (d) all liabilities under any customer accounts/contracts set forth on Schedule 2.1(c) accruing subsequent to the Closing Date; (e) all of the Company’s liabilities and obligations under those certain equipment leases and real estate leases set forth on Schedules 2.3(e) attached hereto, to the extent such obligations are by the terms of such contracts required to be performed and/or paid at or after the Closing Date and relate to the Purchased Assets and liens thereon; (f) all obligations and liabilities for On-site Contamination; and (g) any and all other liabilities arising or incurred by the Buyer, TEI and their Affiliates on or subsequent to the Closing Date. The Buyer shall not be assume or agree to perform, pay or discharge, and the Company shall remain unconditionally liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligenceCompany’s, bad faith Parent’s or willful misconduct of Bank. Bank shall have no obligation hereunder for: any Affiliate’s debt and obligations not listed above as Assumed Liabilities, including, without limitation, (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costsliabilities with respect to any federal, expenses, damages, liabilities state or claims, including reasonable fees and expenses of counsel, which Bank may sustain local income Taxes required to be paid by the Company for any period ending on or incur or which may be asserted against Bank by reason of prior to the Closing Date or as a result of the sale of the Purchased Assets to the Buyer pursuant to this Agreement; (ii) any action taken and all liabilities arising as a result of the Company’s termination of its insurance policies, leases, contracts and employee benefit pension and profit sharing plans (except for such that are listed as Assumed Liabilities); (iii) any and all severance obligations to employees of the Company in effect prior to the Closing Date, including, without limitation, those obligations set forth on Schedule 4.20 attached hereto (except for such obligations that arise after the Closing as a result of acts of the Buyer or omitted by Bank TEI or any of their Affiliates at or after the Closing); (iv) any liabilities related to the conduct of the Company’s Business that arose prior to the Closing Date (other than Assumed Liabilities); (v) any and all liabilities of the Company arising in connection with operating hereunder any fines, penalties, claim, litigation or enforcing Lender’s rights under proceeding with respect to the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out operation of the negligenceBusiness prior to the Closing Date (including, bad faith without limitation, those matters set forth on Schedule 4.21 attached hereto); (vii) any and all liabilities of the Company for any Off-site Contamination existing as of the Closing Date; (viii) any and all legal, brokerage and accounting fees and expenses incurred by the Company or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of LenderParent in connection with the negotiation, its successors execution and assigns, notwithstanding the termination of any Loans hereunder or performance of this Lending Agreement. Bank may charge , including, without limitation, the brokerage agreement set forth on Schedule 4.23 attached hereto; (ix) any amounts and all of the Plans of the Company and listed on Schedule 4.18 that are in existence prior to which it is entitled hereunder against the AccountClosing Date or any Plan administered or contributed to by Parent or any ERISA Affiliate of Parent; (xi) any contract, agreement, instrument or arrangement (whether oral or in writing) listed on Schedule 4.14 attached hereto that are not being assumed by TEI or the Buyer as an Assumed Liability; and Lender shall be entitled (xii) any and all other liabilities arising or incurred by the Company subsequent to the Closing Date that are not being assumed by TEI and the Buyer as an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper InstructionsAssumed Liability (collectively, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith“Retained Liabilities”).

Liabilities. Purchaser shall assume all liabilities set forth on Schedule B attached hereto and made a part hereof. Except for the liabilities and obligations listed on Schedule B (hereinafter collectively referred to as provided the “Assumed Liabilities”), the Purchaser shall assume no liabilities or other obligations, commercial or otherwise, of Seller, known or unknown, fixed or contingent, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured or otherwise. A. Without in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereofany way limiting the generality of the foregoing, Bank Purchaser shall not be liable for assume any costs, expenses, damages, liabilities obligation or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out liability of Seller with respect to the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: following (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nomineestransaction involving Seller occurring after the Closing Date; and (ii) any liability of Seller for federal, state or local taxes, fees, assessments or other similar charges (including without limitation income taxes, real estate taxes, payroll taxes and sales taxes, however, Purchaser shall assume liability for the payment of any sales taxes levied on the sale of the assets pursuant to the Agreement); (iii) any liability for services performed by Seller on or prior to the Closing Date; (iv) except as expressly provided in this Agreement, any responsibility of Seller with respect to salary, wages, savings plans, severance pay, deferred compensation, or other obligations for the benefit of any employee of Seller, including pension benefits accrued (vested or unvested), or arising out of their employment through the Closing Date for which Seller shall be liable; (v) any liability or obligation incurred in connection with or related to the transfer of the Assets pursuant hereto including, but not limited to sales taxes, other than as specifically provided for above, transfer taxes or stamp taxes; (vi) any liability of any kind whatsoever resulting from the failure of Seller to comply with the requirements of all applicable building, fire, zoning and environmental laws, laws relating to occupational health and safety and other laws applicable to Seller or the conduct of its business; (vii) any liability under any Assumed Contract to the extent such liability arises out of Seller’s failure to perform its obligations thereunder to the extent performance is due on or prior to the Closing Date; (viii) any obligation due liability of Seller to Seller’s stockholders or their relatives or friends; (ix) any indebtedness of Seller to any matters beyond the control banks or other lending institutions; (x) liabilities in respect of Bank. In no event shall Bank be liable for indirect any pension, profit sharing or consequential damages or lost profits or loss of business, arising hereunder or other employee benefit plan (as defined in connection herewith, even if previously informed Section 3(3) of the possibility Employee Retirement Income Security Act of such damages 1974, as amended (“ERISA”) of Seller, however, Purchaser shall assume liability for accrued employee vacation pay and regardless (xi) any liability, obligation or account payable of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithSeller not listed on Schedule 2(e).

Liabilities. Except for those certain liabilities and obligations under all Contracts and as provided in Sections 5(f)(i)-(iilisted on Schedule 2(a)(iv) and Sections 7(b)-(c) hereofdemarcated as assumed obligations or liabilities (the "Assumed Liabilities"), Bank no obligation or liability of Sellers or relating to the business operations of Sellers or to the Assets, in Georgia or elsewhere, of any nature whatsoever (whether express or implied, fixed or contingent, liquidated or unliquidated, known or unknown, accrued, due or to become due), is to be assumed by Purchaser, nor shall Purchaser be liable to pay, perform or discharge any such obligation or liability, nor shall the Assets be subject to any such obligation or liability (all such obligations or liabilities other than the Assumed Liabilities are referred to as the "Excluded Liabilities"). Without limiting the generality of the foregoing, except for the Assumed Liabilities, Purchaser shall not be assume or become liable for any coststo pay, expensesperform or discharge (hereafter collectively "Sellers' Liabilities"): (i) Any and all liabilities and obligations of Sellers, damageswhether or not reflected on the books and records of Sellers on the Closing Date, and all obligations of Sellers under all contracts, leases, debts, notes, negotiable instruments and written commitments (excepting those listed on Schedules 2(a)(iv). (ii) Any and all liabilities or claims obligations of Sellers for personal injury (including attorneys’ sickness, trauma, disease, pain and accountants’ fees) incurred by Lendersuffering, except those costsloss of future earnings, expensesdeath, damagespunitive damages and the like), liabilities property damage, and other damage and injury claims arising out of Sellers' (or any predecessor's) conduct of business prior to the negligenceClosing, bad faith whether or willful misconduct not any claim or litigation has been instituted with respect thereto and whether or not any claim is covered, partially or fully, by insurance; (iii) Any mortgage, security interest, lien or encumbrance of Bank. Bank shall have no obligation hereunder for: any kind affecting the Assets, except for the Permitted Exceptions; (iiv) costsAny obligations or liability arising from the relationship between Sellers and any of its employees or based upon termination of such employees by Sellers, expensesincluding, damageswithout limitation, liabilities any bonus, commission, or claims (including attorneys’ and accountants’ fees), which are sustained severance obligations of Sellers existing as of the Closing Date or incurred by Lender arising by reason of the termination of Sellers' employees by Sellers; (v) Any obligation or liability of Sellers for any action federal, state, or inaction by local or foreign taxes, whenever incurred or accrued, or any pricing serviceinterest or penalties with respect thereto; (vi) Any obligation or liability of Sellers under any "Benefit Plan" (as defined) (including, without limitation, any Depository profit sharing plan or a Triparty Institution any pension plan); (vii) Any obligation or their respective successors liability by or nominees; on behalf of Sellers for any finder's, broker's or advisor's fee and (ii) any failure to perform any obligation due to any matters beyond expenses or the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or like incurred in connection herewith, even if previously informed with the transactions contemplated by this Agreement; (viii) Any obligation or liability of Sellers arising under this Agreement or the possibility of such damages and regardless of the form of action. Except for any costs transaction contemplated hereby; (ix) Any obligation or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or liability arising as a result of the failure or alleged failure of Sellers to comply with any action taken applicable local, state or omitted by Bank in connection federal law, ordinance, regulation, order or decree, including, without limitation, any claim obligation, liability, loss, damage or expense, of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of federal, state or local law or regulations or common law, pertaining to health, safety or environmental protection and arising out of Sellers' ownership, use, control or operation of any facility, site, area or property from which any substance was released into the environment (the term "release" meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term "environment" meaning any surface or ground water, drinking water supply, land, surface or subsurface strata, or the ambient air); and (x) Any legal proceedings (any debts, obligations and liabilities with operating hereunder respect thereto) now pending or enforcing Lender’s rights under hereafter instituted against Sellers and any legal proceedings (any debts, obligations and liabilities with respect thereto) instituted prior to or after the applicable MSLA, other than those costs, expenses, damages, liabilities or claims date of this Agreement arising out of the negligence, bad faith business operations of Sellers on or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding after the termination of any Loans hereunder or date of this Lending Agreement. Bank may charge any amounts Agreement arising out of the business operations of Sellers on or prior to which it is entitled hereunder against the AccountClosing Date. (xi) Obligations of Sellers to governmental entities or agencies such as the Health Care Financing Administration, state Medicaid programs and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted fiscal intermediaries involved in reliance upon Proper Instructionsthe Medicare program, or upon obligations to any informationother third party payors, orderhealth maintenance organizations, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithsimilar entities.

Liabilities. Except (a) Pursuant to the terms and subject to the conditions of this Agreement, Transferee is not assuming any Liabilities of Transferors and Transferors are retaining all of their Liabilities related to the Transferred Assets whether pending or arising on, prior to or after the Closing Date, in each case relating to events, actions or non-action occurring prior to the Closing Date (the “Retained Liabilities”), and the Parties acknowledge and agree that, except as provided otherwise set forth in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereofthis Agreement, Bank the Retained Liabilities shall not be liable for include any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligenceobligations or Liabilities relating to the Transferred Assets in connection with events, bad faith actions or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ non-action occurring and accountants’ fees)arising following the Closing Date, which are sustained shall be the sole responsibility of Transferee. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Transferors, provided that Transferors shall cancel and terminate, as of the Closing, any guarantees or incurred further similar obligations relating to the Transferred Assets which were provided by Lender by reason Transferors or any of Transferors’ Affiliates prior to the Closing, and in each case which have been identified on Section 2.3(a) of the Disclosure Schedule. (b) Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents, in no event shall Transferee be deemed to have assumed any Liability where the existence or nature of such Liability constitutes or arises out of any action or inaction by Transferors occurring prior to the Closing Date, including, but not limited any pricing servicebreach or inaccuracy of any representation or warranty or the non-fulfillment or breach of any covenant, agreement or obligation of Transferors hereunder or any Depository Liability that was first required to be performed any time prior to the Closing Date. (c) Transferee shall not be the successor to Transferors and shall not become liable to pay, perform or a Triparty Institution discharge any of the Retained Liabilities. Transferors shall pay, perform and discharge when due, all of the Retained Liabilities and except as set forth in this Agreement or their respective successors any other Transaction Document, Transferee shall pay, perform and discharge when due, all of the Liabilities out of or nominees; and (ii) any failure to perform any obligation due relating to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of Transferred Assets arising after the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithClosing Date.

Liabilities. Except as provided in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out As of the negligenceClosing Date, bad faith or willful misconduct of Bank. Bank Arcadia shall only have no obligation hereunder for: such liabilities which (i) costsare reflected as a liability on the Estimated Closing Date Balance Sheet in accordance with GAAP, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) arise under those certain contracts (the "Retained Contracts") set forth on Schedule 2.6, specifically assumed by Buyer and assigned by the Principal Sellers to Buyer, with respect to, and only with respect to, services to be rendered or goods to be supplied to or benefits to be conferred upon Buyer solely after the Closing Date (collectively, the "Assumed Liabilities"). Liabilities and obligations under such Retained Contracts that have accrued, or the performance of which is due, on or prior to the Closing, all liabilities and obligations under all other Contracts (as defined below) or which are in payment or consideration for any failure to perform excluded assets, and any other claim, lawsuit, liability, obligation or debt of any kind or nature whatsoever, whether absolute, accrued, due, direct or indirect, contingent or liquidated, matured or unmatured, joint or several, whether or not for a sum certain, whether for the payment of money or for the performance or observance of any obligation or condition, and whether or not of a type which would be reflected as a liability on a balance sheet in accordance with GAAP, including, without limitation, (i) malpractice claims asserted by patients or any other tort claims asserted, claims for breach of contract, or any claims of any kind asserted by patients, former patients, employees or any other party that are based on acts or omissions occurring on or before the Closing Date to the extent not covered by insurance; (ii) amounts due or that may become due to Medicare or Medicaid or any matters beyond other health care reimbursement or payment intermediary on account of Medicare cost report adjustments or other payment adjustments attributable to any period on or prior to the control Closing Date, or any other form of Bank. In no event Medicare or other health care reimbursement recapture, adjustment or overpayment whatsoever, including fines and penalties, with respect to any period on or prior to the Closing Date ("Excess Reimbursement Liabilities"); (iii) any accounts payable or employment or other taxes; and (iv) accrued but unpaid compensation or other benefits to any of Arcadia's or its subsidiaries' employees, agents, consultants or advisers, including accrued vacation, shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed remain the sole responsibility of the possibility of such damages Principal Sellers and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lenderpaid or performed on or prior to the Closing Date, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender unless such liabilities shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithproperly accrued for on the Estimated Closing Date Balance Sheet.

Liabilities. Except as provided At the Closing, the Buyer shall assume, and agree to pay, perform and discharge all liabilities of the Company other than Excluded Liabilities, including, without limitation, the Existing and Prior Liabilities, of the Company (collectively, the “Assumed Liabilities”). The Assumed Liabilities shall include, without limitation, any liabilities relating to any Assumed Benefit Plan but only to the extent such liabilities (x) arise out of or relate to facts, circumstances and conditions existing solely during the period after the Closing or to the extent arising out of any actions or omissions of Buyer after the Closing or (y) arise out of or relate to facts, circumstances and conditions existing solely during the period before the Closing and are satisfied by any assets that are set aside in Sections 5(f)(i)-(ii) trust or otherwise, or insurance policies or other funding vehicles to be used, for the purpose of paying any such liabilities relating to any such Assumed Benefit Plan and Sections 7(b)-(c) hereofincluded within the Acquired Assets. Without modifying the limited scope of the foregoing, Bank the Buyer shall not be liable assuming, and the Company shall remain responsible for and shall promptly pay, perform and discharge, at the Closing, any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities all Existing and claims arising out Prior Liabilities and all of the negligenceliabilities of the Company set forth on Schedule 1.02(a) (collectively, bad faith the “Excluded Liabilities”), such that the Buyer will incur no liability or willful misconduct of BankLoss in connection therewith. Bank The Excluded Liabilities shall have no obligation hereunder for: include, without limitation, any liabilities relating to (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; Benefit Plan that is not an Assumed Benefit Plan and (ii) any failure Assumed Benefit Plan to perform the extent such liabilities (x) arise out of or relate to facts, circumstances and conditions existing as of or prior to the Closing or otherwise to the extent arising out of any obligation due actions or omissions of the Seller Group and (y) are not satisfied by any assets that are set aside in trust or otherwise, or insurance policies or other funding vehicles to be used, for the purpose of paying any liabilities relating to any matters beyond such Assumed Benefit Plan and included within the control of BankAcquired Assets. In no event The Company shall Bank be liable for indirect or consequential damages or lost profits or loss of businessfully responsible for, arising hereunder or in connection herewithand, even if previously informed upon the terms and subject to all of the possibility of such damages conditions contained herein, at the Closing, the Company shall ratify and regardless of confirm its retention of, and agreement to pay, perform and discharge, and to indemnify the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) Buyer and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank the Buyer Indemnitees and hold it the Buyer and the Buyer Indemnitees harmless from and against any against, all of the Existing and Prior Liabilities of the Company in accordance with Article 7 hereof. Notwithstanding anything herein to the contrary, the Assumed Liabilities shall include all obligations of the Company assumed pursuant to Section 1.01(c), and all costs, expenses, damages, current liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligenceCompany reflected in the calculation of Working Capital, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Accountas provided in Section 1.04, and Lender such liabilities shall not be entitled Excluded Liabilities or Existing and Prior Liabilities. At the Closing, the Parent on behalf of the Buyer shall make payments from the Cash Amount to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bankpay off, in good faithfull, to be genuine or bearing the signature liabilities of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithCompany set forth on Schedule 1.02(a).

Liabilities. Except 5.1 The Seller shall indemnify and keep indemnified each member of the Buyer's Group against all claims, costs, expenses and demands arising following Completion in respect of all debts, liabilities and obligations of the Business including, subject to the provisions set out in clause 5.1(a) below, the Liabilities and the Excluded Liabilities (save for any claims, costs, expenses and demands arising from the Assumed I.N.I. liabilities following Completion), provided that: (a) in respect of the Liabilities and the Assumed I.N.I. liabilities (other than any such Liabilities relating to Assumed Employees which shall be dealt with between the parties pursuant to the terms of clause 10 of this agreement) such claim, cost, expense or demand arises in relation to the period prior to the Completion Date; (b) in respect of the Excluded Liabilities, such claim, costs, expenses or demands arises at any time whether before and/or after Completion; (c) such claim, cost, expenses or demand relates solely to the Business (whether or not as provided in Sections 5(f)(i)-(iipart of the Seller's Group); (d) and Sections 7(b)-(cthe Seller shall not be liable to pay or perform any such claims, costs, expenses or demands to the extent that such arises from or has increased due to any actions taken or omissions made by the Buyer or any member of the Buyer's Group following Completion; and (e) hereof, Bank the Seller shall not be liable for such claims, costs or debt arising in the ordinary course of trade in respect of the contractual obligations of the Seller's Group or the Business, save where such claims, costs or any debt arise from any breach or non-performance of those contractual obligations by the Seller's Group prior to Completion. 5.2 The Buyer shall indemnify and keep indemnified each member of the Seller's Group against all claims, costs, expensesexpenses or demands arising in respect of the Liabilities of the Business provided that: (a) such claim, damagescost, liabilities expense or claims demand arises in relation to any matter arising following Completion; and (including attorneys’ and accountants’ feesb) incurred by Lenderthe Buyer shall not be liable to pay or perform any such claims, except those costs, expenses, damages, liabilities and claims arising out of expenses or demands to the negligence, bad faith extent that such arises from or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation has increased due to any matters beyond actions taken or omissions made by the control of Bank. In no event shall Bank be liable for indirect Seller or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed any member of the possibility of such damages and regardless of Seller's Group prior to the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithCompletion Date.

Liabilities. Except as provided in Sections 5(f)(i)-(ii) Chase will use reasonable care with respect to its obligations to hold Securities and Sections 7(b)-(c) hereof, Bank Collateral under this Agreement. Chase shall not be liable to Lender for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out loss which shall occur as the result of the negligencefailure of any agent appointed by it that holds Securities or Collateral, bad faith or willful misconduct such agent's respective successors or nominees, to exercise reasonable care to the same extent that Chase would be liable to Lender if Chase were holding Securities or Collateral in New York. In the event of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by any loss to Lender by reason of the failure of Chase or any action or inaction by any pricing servicesuch agent to utilize reasonable care, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure Chase shall be liable to perform any obligation due Lender only to any matters beyond the control extent of BankLender's direct damages. In no event shall Bank Chase be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of actionaction (other than where such damages result from Chase's bad faith or willful misconduct). Chase will not be responsible for any act, omission, default or for the solvency of any broker which it appoints unless such appointment was made negligently or in bad faith. For purposes of clarity, it is understood and agreed that the word "agent" as used herein shall not include any securities depository. Except for any costs or expenses (including attorneys' and accountants' fees) incurred by Bank Chase in performing its obligations pursuant to Sections 5(f)(i)-(ii5(f) and Sections 7(b)-(c7(b) hereof and (c) and ordinary operating expenses incurred by Bank Chase in providing services hereunder, Lender shall indemnify Bank Chase and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank Chase may sustain or incur or which may be asserted against Bank Chase by reason of or as a result of any action taken or omitted by Bank Chase in connection with operating hereunder or enforcing Lender’s 's rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of BankChase. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank Upon prior written notice to Lender (which shall include an accounting of all amounts so charged), Chase may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by BankChase, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.

Liabilities. Except as provided set forth on Schedule 2.2(1) attached hereto: (a) ULURU agrees to assume, be responsible for and pay, perform and discharge, when due and whenever asserted, all Liabilities (other than the Retained Liabilities) existing or arising in Sections 5(f)(i)-(iiconnection with the Purchased Assets and the Products, but only to the extent that such Liabilities arise in respect of circumstances or events occurring on or after the Closing Date (collectively, the “Assumed Liabilities”). In addition, ULURU shall assume, be responsible for and pay, perform and discharge, when due and whenever asserted, all costs, expenses, exchanges and rebates related to customer returns of any of the Products, including, without limitation, Finished Goods, which occur or arise after the Closing Date. The foregoing costs, expenses, exchanges and rebates related to customer returns of the Products shall be included within the definition of Assumed Liabilities. ULURU shall not assume any Liabilities relating to a breach contract, breach of warranty, tort, infringement or violation of law by Access, its Affiliates and/or its or their respective directors, officers, employees and agents occurring prior to the Closing Date and arising out of any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand. (b) Access agrees to retain, be responsible for and Sections 7(b)-(cpay, perform and discharge, when due and whenever asserted, all Liabilities (other than the Assumed Liabilities) hereofarising in connection with the Purchased Assets and the Products, Bank but only to the extent such Liabilities arise in respect of circumstances or events occurring prior to the Closing Date (collectively, the “Retained Liabilities”). Notwithstanding the foregoing, Access shall not be liable responsible for any costs, expenses, damagesexchanges and rebates relating to customer returns of the Products, liabilities including, without limitation, Finished Goods, occurring after the Closing Date. Access shall not retain any Liabilities relating to a breach of contract, breach of warranty, tort, infringement or claims violation of law by ULURU, its Affiliates and/or its or their respective directors, officers, employees, agents (including attorneys’ 1) Schedule 2.2 to list deviations from the pre(Access)/post(ULURU)-Closing allocation of Liabilities, as mutually agreed to by the Parties. or Licensees, occurring as of and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities after the Closing Date and claims arising out of any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand. (c) Subject to the negligenceprovisions of Section 9 below, bad faith or willful misconduct of Bank. Bank ULURU shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable responsible for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, Liabilities whatsoever other than those coststhe Retained Liabilities. (d) Subject to the provisions of Section 9 below, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity Access shall be a continuing obligation of Lender, its successors and assigns, notwithstanding responsible for all Liabilities whatsoever other than the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithAssumed Liabilities.

Liabilities. Except (a) Subject to the provisions of Section 13.1 below, Pharmascience shall be liable for all liabilities relating to actions taken or omissions to act from and after the Time of Closing related to the Purchased Assets, including any cost, claim, expense, loss or liability arising from any product liability claim or lawsuit or any governmental agency action or notification relating to actions taken or omissions to act from and after the Time of Closing (the foregoing liabilities being assumed by Pharmascience hereinafter referred to as provided the "Assumed Liabilities"); provided, however, that in Sections 5(f)(i)-(ii) the event the Closing does not occur and Sections 7(b)-(c) hereofPharmascience does not acquire the Purchased Assets as contemplated by this Agreement, Bank then Pharmascience shall not assume, and shall not be liable for, the Assumed Liabilities for any costsperiod of time. (b) Prior to and after the Time of Closing, expenses, damages, Connetics shall promptly pay and discharge all liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out prior to the Time of Closing in respect of the negligencePurchased Assets as such liabilities come due. (c) Except for the Assumed Liabilities and subject to the provisions of Section 13.1 below, bad faith Pharmascience shall not assume or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect any liabilities whatsoever, including, without limitation, product liability, liability in tort (including unripened liabilities due to past actions or consequential damages sales), indebtedness for money borrowed, tax liabilities, obligations to employees, and liabilities for trade promotions related to the Purchased Assets and to acts or lost profits or loss omissions occurring prior to the Time of businessClosing. (d) Pharmascience shall assume all responsibilities with regard to protecting and maintaining the Intellectual Property and the NDS in the Territory after the Time of Closing. Without limiting the foregoing, arising hereunder or Pharmascience shall be responsible for the maintenance of trademarks in connection herewith, even if previously informed the Territory from the Time of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claimsClosing, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithcosts associated therewith.

Liabilities. Except as provided in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out ‌ 8.1 Each member of the negligenceTarget Group, bad faith or willful misconduct of Bank. Bank excluding the Brand Operations Entities, shall: 8.1.1 remain responsible for all the Trade Credits and all associated outgoings and expenses as at the Asset Purchase Completion;‌ 8.1.2 remain responsible for the Excluded Liabilities; and‌ 8.1.3 promptly pay any Excluded Liabilities when due.‌ 8.2 The Founder Parties shall have no obligation hereunder for: (i) costsprocure that each Relevant Seller Entity shall indemnify, expensesand keep indemnified, damagesthe relevant Brand Operations Entities against each loss, liabilities or claims (including attorneys’ liability and accountants’ fees), cost which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or relevant Brand Operations Entities incur in connection herewith, even if previously informed with any of the possibility of such damages and regardless of the form of action. Except for any costs liabilities referred to at Clauses 8.1.1 or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder8.1.2, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken the Target Group's (excluding the Brand Operations Entities) failure to comply with their obligations under Clauses 8.1.3, including, without limitation, each loss, liability or omitted cost incurred as a result of defending or settling a claim alleging such a liability (a "Specified Claim").‌ 8.3 The relevant Brand Operations Entities:‌ 8.3.1 shall be responsible for all liabilities incurred by Bank it in connection with operating hereunder the Brand Operations and the Brand Operations Assets after the Asset Purchase Completion including, without limitation, all outgoings and expenses owed in connection with the Brand Operations or enforcing Lender’s rights the Brand Operations Assets after the Asset Purchase Completion (including, without limitation, wages, accrued holiday pay, bonuses and other outgoings in respect of the Brand Operations Employees), but excluding any liability of any Relevant Seller Entity arising in‌ connection with the Transitional Services Agreements, the Long-Term Agreement, or the Alternative Arrangements (unless otherwise agreed); and 8.3.2 shall indemnify, and keep indemnified, the Target Group (excluding the Brand Operations Entities) against each loss, liability and cost which may be incurred as a result of the relevant Brand Operations Entities' failure to comply with their obligations under Clause 8.3.1, including, without limitation, each loss, liability or cost incurred as a result of defending or settling a claim alleging such a liability (also a "Specified Claim"). 8.4 The Parties shall procure that if a party (the applicable MSLA"Indemnified Party") becomes aware of a matter which might give rise to a Specified Claim:‌ 8.4.1 the Indemnified Party shall notify the other party (the "Indemnifier") immediately of the matter (stating in reasonable detail the nature of the matter and, if practicable, the amount claimed) and consult with the Indemnifier with respect to the matter; if the matter has become the subject of proceedings the Indemnified Party shall notify the Indemnifier within sufficient time to enable the Indemnifier to have time to contest the proceedings before final judgment;‌ 8.4.2 the Indemnified Party shall:‌ (a) take any action and institute any proceedings, and give any information and assistance, as the Indemnifier or its insurers may reasonably request to: (i) dispute, resist, appeal, compromise, defend, remedy or mitigate the matter; or (ii) enforce against a person (other than those coststhe Indemnifier) the Indemnified Party's or its insurers' rights in relation to the matter; and (b) in connection with proceedings related to the matter (other than against the Indemnifier) use advisers chosen by the Indemnifier or its insurers and, if the Indemnifier requests, allow the Indemnifier or its insurers the exclusive conduct of the proceedings, in each case provided that the Indemnifier indemnifies the Indemnified Party for all reasonable costs incurred as a result of a request or choice by the Indemnifier or its insurers; 8.4.3 if a Brand Operations Entity is the Indemnified Party, Clause 8.4.2 does not apply if the Relevant Seller Entity's or its insurers' request or choice would in the Brand Operations Entity's reasonable opinion prejudice its relationship with a customer or supplier of the Brand Operations; and 8.4.4 the Indemnified Party may only admit liability in respect of or settle the matter if it has first obtained the Indemnifier's written consent (not to be unreasonably withheld or delayed). 8.5 The Parties shall procure that if a payment of outgoings or expenses (not including any outgoings or expenses, damagesor any part of any outgoings or expenses, liabilities or claims arising out which represents VAT) in respect of the negligenceBrand Operations or the Brand Operations Assets for a period covering both before and after the Asset Purchase Completion has been or is made by:‌ 8.5.1 a Relevant Seller Entity, bad faith the relevant Brand Operations Entity shall pay the Relevant Seller Entity an amount equal to that proportion of the payment that relates to the period after the Asset Purchase Completion; or 8.5.2 a Brand Operations Entity, the Relevant Seller Entity shall pay the Brand Operations Entity an amount equal to that proportion of the payment that relates to the period before the Asset Purchase Completion. 8.6 If a payment (not including any payment, or willful misconduct any part of Bank. any payment, which represents VAT) in respect of the Brand Operations or the Brand Operations Assets for a period covering both before and after the Second Carve-out Completion Date has been or is received by:‌ 8.6.1 a Relevant Seller Entity, the Relevant Seller Entity is entitled to retain the proportion of the payment that relates to the period before the Asset Purchase Completion and shall pay the relevant Brand Operations Entity an amount equal to the remainder; or 8.6.2 a Brand Operations Entity, the Brand Operations Entity is entitled to retain the proportion of the payment that relates to the period after the Asset Purchase Completion and shall pay the Relevant Seller Entity an amount equal to the remainder. 8.7 The foregoing indemnity amounts to be paid by the parties under Clauses 8.5 and 8.6 shall be a continuing obligation of Lender, its successors paid as soon as practicable and assigns, notwithstanding the termination of any Loans hereunder not later than twenty (20) Business Days after such amount arises. 8.8 Any sum or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature part of a person sum (other than monies in respect of the Trade Debts) received by or persons believedon behalf of a party in relation to the Brand Operations or the Brand Operations Assets which represents VAT, in good faith, to be authorized to sign, countersign whether received by a Relevant Seller Entity or execute a Brand Operations Entity and whether received before or after the sameAsset Purchase Completion, shall be conclusively presumed retained by or promptly paid to have the party with the liability to account to the relevant Tax Authority for that VAT. Any outgoings or expenses (other than Trade Credits), or any part of them, relating to the Brand Operations or the Brand Operations Assets which represents VAT, shall be borne by the party for which that VAT is input Tax (or would be input Tax if it had been taken or omitted in good faithincurred for business purposes).

Liabilities. Except as provided in Sections 5(f)(i)-(ii(a) On and Sections 7(b)-(c) hereofafter the Closing Date, Bank Buyer shall not be liable for assume and agree to assume, pay, perform and discharge, any costsand all losses, expensesdebts, liabilities, damages, obligations, claims, demands, judgments, settlements, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated (collectively, "Losses") resulting from, arising out of or relating to (i) any activity undertaken by, or any failure to act by, the Business after the effective time of the Closing, (ii) the obligations assumed by Buyer pursuant to Section 2.3, (iii) the accounts payable reflected in the Final Working Capital, which amount shall not exceed the Accounts Receivable reflected in the Final Working Capital, net of allowance for doubtful accounts, (iv) the decision of Buyer or any Affiliate of Buyer to employ or not to employ any individual (which, by way of clarification, does not include those employees of the Company who are offered employment with Buyer consistent with the terms of this Agreement and elect not to accept such employment with Buyer), (v) any and all liabilities and obligations incurred after the effective time of the Closing and arising out of, resulting from or claims relating to the Purchased Assets or the Concordville Beverage Manufacturing Plant (including attorneys’ provided that the foregoing shall not limit any liability of the Company to Buyer for a breach of the Company's representations and accountants’ feeswarranties hereunder); (vi) liabilities in respect of bottle deposits relating to sales in bottle deposit states, as reflected on the adjustment to Working Capital set forth on Schedule 1.1-2; (vii) any and all liabilities incurred by LenderBuyer in connection with the negotiation, except those costsexecution or performance of this Agreement or the other Purchase Documents (including, without limitation, all legal, accounting, brokers' finders and other professional fees and expenses) and (viii) the obligations of Buyer set forth in this Agreement and the other Purchase Documents (collectively, damagesthe "Assumed Liabilities"). (b) Except for the Assumed Liabilities or as otherwise expressly set forth in this Agreement or in any other Purchase Document, Buyer shall not assume or agree to perform, pay or discharge, and the Company shall remain unconditionally liable for all Losses of the Company including, without limitation, (i) any and all liabilities of the Company with respect to the Purchased Assets or the Concordville Beverage Manufacturing Plant incurred prior to the effective time of the Closing, the Retained Assets and the Elizxxxxx Xxxerage Manufacturing Plant, including, without limitation, the accounts payable of the Company in excess of Accounts Receivable as reflected in the Final Working Capital; (ii) the Business (including, without limitation, liabilities for all employee, ecological, health, safety, unemployment, workers compensation, severance, or any other claims arising out of, resulting from or relating to the conduct of the Business prior to the effective time of the Closing); (iii) all environmental claims and claims liabilities resulting from matters existing prior to the Closing Date or arising out of, resulting from or relating to the conduct of the Business prior to the effective time of the Closing; (iv) any and all liabilities with respect to any federal, state or local Taxes incurred by the Company with respect to the Purchased Assets, the Concordville Beverage Manufacturing Plant or the Business for any period ending prior to the Closing Date; (v) any and all liabilities arising out of the negligencetermination of the Company's insurance policies, bad faith leases, contracts and employee benefit pension and profit sharing plans and severance obligations; (vi) any and all liabilities of the Company arising in connection with any claim, litigation or willful misconduct proceeding with respect to the operation of Bank. Bank shall have no obligation hereunder for: the Business prior to the effective time of the Closing (iincluding, without limitation, those matters set forth on SCHEDULE 3.19 attached hereto); (vii) costsany and all liabilities incurred by the Company, Haroxx Xxxxxxxxx or Jeffxxx Honickman in connection with the negotiation, execution or performance of this Agreement and the other Purchase Documents (including, without limitation, all income Taxes and legal, accounting, brokers' finders and other professional fees and expenses, damages, ); (viii) any and all liabilities or claims (including attorneys’ and accountants’ fees), relating to indebtedness for borrowed money in connection with the Business which are sustained not reflected in the Final Working Capital, whether or not such liabilities are reflected in the Financial Statements; and (ix) any and all liabilities incurred by Lender the Company subsequent to the effective time of the Closing (collectively, the "Retained Liabilities"). (c) Notwithstanding anything to the contrary contained herein, Buyer agrees that it shall adopt a defined benefit pension plan and an associated trust providing for pension benefits that are substantially identical to the benefits provided under the terms of the Concord Beverage Company Defined Benefit Pension Plan for Employees who are Members of Local 830 (the "Local 830 Plan") in connection with the "spinoff" of the portion of the Local 830 Plan covering those members of the Teamsters Local Union Number 830 who are actively employed by the Company immediately prior to the Closing and who become active employees of Buyer by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed consummation of the possibility of such damages and regardless transactions contemplated by this Agreement. Buyer agrees to assume the liabilities attributable to the portion of the form Local 830 Plan that is the subject of action. Except for any costs or expenses incurred by Bank the spinoff and to accept a transfer of plan assets from the trust forming part of the Local 830 Plan on the terms and conditions set forth in performing its obligations pursuant to Sections 5(f)(i)-(ii) the Trust Transfer and Sections 7(b)-(c) hereof Assumption Agreement between the Company and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counselBuyer, which Bank may sustain or incur or which may be asserted against Bank by reason agreement shall provide for a transfer of or as a result assets to Buyer sufficient to fund the liabilities assumed on terms that are consistent with all applicable requirements of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithCode Section 414(l).

Liabilities. Buyer shall assume only those obligations and liabilities set forth on Schedule B hereto (the “Assumed Liabilities”). Except for the Assumed Liabilities, Buyer is not assuming any existing, contingent or future liability of Seller (the “Excluded Liabilities”). Without limitations, the Excluded Liabilities include: (i) any liability for taxes of Seller; (ii) any obligations of Seller in respect of the assets of Seller not included in the Assets acquired hereunder; (iii) any liability of Seller pursuant to any employee benefit plan; (iv) any liabilities or obligations of Seller for borrowed money or interest on borrowed money; (v) any liabilities or obligations of Seller to affiliates of Seller; (vi) all claims, liabilities, or obligations of Seller as provided an employer, including, without limitation, liabilities for wages, supplemental unemployment benefits, vacation benefits, severance benefits, retirement benefits, Federal Consolidated Omnibus Budget Reconciliation Act of 1985 benefits, Federal Family and Medical Leave Act of 1993 benefits, Federal Workers Adjustment and Retraining Notification Act obligations and liabilities, or any other employee benefits, withholding tax liabilities, workers’ compensation, or unemployment compensation benefits or premiums, hospitalization or medical claims, occupational disease or disability claims, or other claims attributable in Sections 5(f)(i)-(iiwhole or in part to employment or termination by Seller or arising out of any labor matter involving Seller as an employer, and any claims, liabilities and obligations arising from or relating to any employee benefit plans; (vii) and Sections 7(b)-(c) hereofall claims, Bank shall not be liable for any costsliabilities, expenseslosses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lenderexpenses relating to any litigation, except those costsproceeding, expenses, damages, liabilities and claims or investigation of any nature arising out of the negligenceBusiness or ownership of the Assets on or prior to the Closing Date including, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing servicewithout limitation, any Depository claims against or a Triparty Institution any liabilities for injury to, or their respective successors death of, persons or nomineesdamage to or destruction of property, any workers’ compensation claims, and any warranty claims; (viii) except for the Assumed Liabilities, any accounts payable, other indebtedness, obligations or accrued liabilities of Seller; (ix) all claims, liabilities, or obligations of Seller arising or to be performed prior to the Closing under the PATH Contract; and and (iix) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of businesscontracts, arising hereunder or in connection herewithagreements, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunderleases, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit licenses or other instrument reasonably believed commitments of Seller not expressly assumed hereunder by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithBuyer.

Liabilities. Except The Seller shall indemnify and keep indemnified each member of the Buyer's Group against all claims, costs, expenses and demands arising following Completion in respect of all debts, liabilities and obligations of the Business including for the avoidance of doubt the Liabilities and the Excluded Liabilities, provided that: in respect of the Liabilities, such claim, cost, expense or demand arises in relation to the period prior to the Completion Date; in respect of the Excluded Liabilities, such claim, costs, expenses or demands arising at any time whether before and/or after Completion; such claim, cost, expenses or demand relates solely to the Business (whether or not as provided part of the Seller's Group); no claim, cost, expense or demand will become the liability of the Seller's Group under the terms of this indemnity to the extent that the Buyer or any member of the Buyer's Group or any director was actually aware or any director of the Buyer should reasonably have been expected to be aware of the subject matter of the claim, cost, expense or demand prior to Completion; and the Seller (and any member of the Seller's Group) shall not be liable to pay or perform any such claims, costs, expenses or demands in Sections 5(f)(i)-(ii) so far as to do so would cause the Seller to be liable for a sum greater than L9,000,000; the Seller shall not be liable to pay or perform any such claims, costs, expenses or demands to the extent that such arises from or has increased due to any actions taken or omissions made by the Buyer or any member of the Buyer's Group following Completion; and Sections 7(b)-(c) hereof, Bank the Seller shall not be liable for such claims, costs or debt arising in the ordinary course of trade in respect of the contractual obligations of Quchem or the Business, save where such claims, costs or any debt arise from any breach or non-performance of those contractual obligations by Quchem or the Seller's Group prior to Completion. The Buyer shall indemnify and keep indemnified each member of the Seller's Group against all claims, costs, expensesexpenses or demands arising in respect of the Liabilities of the Business provided that: such claim, damagescost, liabilities expense or claims demand arises in relation to any matter arising following Completion; the Buyer (including attorneys’ and accountants’ feesany member of the Buyer's Group) incurred by Lendershall not be liable to pay or perform any such claims, except those costs, expensesexpenses or demand in so far as to do so would cause the Buyer to be liable for a sum greater than L9,000,000; and the Buyer shall not be liable to pay or perform any such claims, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities expenses or claims (including attorneys’ and accountants’ fees), which are sustained demands to the extent that such arises from or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation has increased due to any matters beyond actions taken or omissions made by the control of Bank. In no event shall Bank be liable for indirect Seller or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed any member of the possibility of such damages and regardless of Seller's Group prior to the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithCompletion Date.

Liabilities. Except as provided As of the Closing (or, in Sections 5(f)(i)-(ii) the case of an Offeree, the applicable Offeree Start Date), each Transferred Employee shall cease active participation in, and Sections 7(b)-(c) hereofto the extent applicable, Bank shall not be liable cease accruing benefits under, each Business Benefit Plan other than, to the extent applicable, the Assumed Plans or Conveyed Company Benefits Plans. Immediately prior to the Closing (or, in the case of an Offeree, the applicable Offeree Start Date), Seller shall cease all responsibility for and Liability with respect to coverage for any costsTransferred Employee under the Business Benefit Plans. From and after the Closing Date (or, expensesin the case of an Offeree, damagesthe applicable Offeree Start Date), liabilities or claims Purchaser shall assume, honor and be solely responsible for paying, providing and satisfying when due the following: (A) all vacation, personal days, sick pay and other paid time off for Transferred Employees earned but unused as of the Closing Date (or, in the case of an Offeree, the applicable Offeree Start Date), on terms and conditions not less favorable than the terms and conditions in effect immediately prior to the Closing Date, (B) all compensation (including attorneys’ salary, wages, commissions, bonuses, incentive compensation, overtime, premium pay and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ feesshift differentials), which are sustained vacation, personal days, sick pay and other paid time off, benefits and benefit claims, severance and termination pay, notice and benefits under all applicable Laws and under any Benefit Plan or incurred by Lender by reason of any action other plan, policy, practice or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any agreement and all costsother Liabilities, expensesin each case accruing, damages, liabilities incurred or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or arising as a result of employment or separation from employment with Purchaser after the Closing Date (or, in the case of an Offeree, the applicable Offeree Start Date) with respect to Transferred Employees and (C) severance and termination pay, notice or other termination indemnities accruing, incurred or arising as a result of separation from employment of any action taken or omitted by Bank Business Employee in connection with operating hereunder the transactions contemplated by this Agreement on or enforcing Lender’s rights under after the Closing Date (or, in the case of an Offeree, the applicable MSLAOfferee Start Date), other than including for the avoidance of doubt Liabilities with respect to those costsBusiness Employees who refuse to transfer to Purchaser. In the event that Seller is required to retain, expenseshonor, damages, liabilities pay or claims arising out provide any of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, items contemplated to be genuine assumed, honored, paid or bearing the signature of a person provided by Purchaser hereunder, Purchaser will indemnify and hold harmless Seller for any such items so retained, honored, paid or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithprovided by Seller.

Liabilities. Except as provided in Sections 5(f)(i)-(iiss.5(f) and Sections 7(b)-(cparagraphs (b) and (c) hereof, Bank Chase shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ ' and accountants’ ' fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of BankChase. Bank Chase shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ ' and accountants’ ' fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of BankChase. In no event shall Bank Chase be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank Chase in performing its obligations pursuant to Sections 5(f)(i)-(iiss.5(f) paragraphs (b) and Sections 7(b)-(c(c) hereof and ordinary operating expenses incurred by Bank Chase in providing services hereunder, Lender shall indemnify Bank Chase and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank Chase may sustain or incur or which may be asserted against Bank Chase by reason of or as a result of any action taken or omitted by Bank Chase in connection with operating hereunder or enforcing Lender’s 's rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of BankChase. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank Chase may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by BankChase, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.

Liabilities. Except as provided (i) The liabilities of Seller on the Historical Financials consisted, and the liabilities on the Closing Balance Sheet will consist, solely of obligations and liabilities incurred in Sections 5(f)(i)-(iithe ordinary and regular course of Business to Persons which are not affiliated with any of the Selling Parties, except for lease payments in respect of the Real Estate and payments to GFI for finished goods inventory. (ii) As of the Closing, Seller will have no material and Sections 7(b)-(cadverse liability or obligation of any nature whatsoever, including, 6 without limitation, known or unknown, fixed or contingent, accrued, absolute, matured or unmatured, or any "LOSS CONTINGENCIES" considered "PROBABLE" or "REASONABLY POSSIBLE" within the meaning of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 5, which were not or will not be recorded on the Historical Financials, the Closing Balance Sheet or on EXHIBIT 5E(II) hereof, Bank shall not be liable for any costs, expenses, damages, it being the intent of the parties that every "material" liability or obligation of every nature (including those liabilities or claims (including attorneys’ obligations commonly referred to as "off-balance sheet" liabilities) be properly disclosed to ABEV and accountants’ feesPurchaser, and properly accrued on either the Historical Financials or the Closing Balance Sheet or disclosed herein, as the case may be. All contingent liabilities either not disclosed or disclosed on EXHIBIT 5E(II) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out shall be for the account of the negligenceSelling Parties for purposes of determining indemnification hereunder, bad faith or willful misconduct of Bank. Bank and, if any such liability is paid by ABEV and Purchaser, then, such payment shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond be deemed accrued on the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed books of the possibility Business as of September 30, 1996 for the purpose of retroactively adjusting the Purchase Price. Furthermore, should such undisclosed liability be deemed a recurring operating expense of the Business, then for indemnification purposes and otherwise, the Purchase Price shall be deemed to have been reduced Four Dollars ($4.00) for every dollar of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faithexpense, to be genuine paid in cash from Sellers to Purchaser. (iii) All reserves and allowances included or bearing the signature of a person or persons believed, in good faith, to be authorized included in the Historical Financials and the Closing Balance Sheet are, and will be, adequate, appropriate and reasonable (in accordance with generally accepted accounting principles), as may be required by ABEV and Purchaser's outside auditors. (iv) EXHIBIT 5E(IV) is a complete list (the "PAYABLES' LIST"), as sworn to signby the Selling Parties, countersign of every creditor of Seller, including taxing authorities (whether the liability to such creditor is accrued, absolute, contingent or execute the sameotherwise), listed by name, address, amount of liability to such creditor, and whether such liability is disputed. The Payables' List shall be conclusively presumed to have been taken or omitted in good faithupdated as of the Closing Date.

Liabilities. Except as provided in Sections 5(f)(i)-(ii) From and Sections 7(b)-(c) hereofafter the Closing Date, Bank Purchaser shall, or shall not be liable for cause the Conveyed Companies and any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of entity owning the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: Purchased Assets to (i) costshonor, expensespay, damagesperform and satisfy any and all liabilities, liabilities obligations and responsibilities to, or claims in respect of, each Transferred Employee arising under the terms of any employment, consulting, retention, severance, change-of-control or similar agreement, in accordance with the terms thereof in effect on the Closing Date (including attorneys’ and accountants’ fees)other than with respect to any Sale Completion Bonus, Seller Benefit Plan or 50% of the Retention Payments, which are sustained or incurred by Lender by reason shall be the responsibility of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nomineesSeller); and (ii) assume, honor and be solely responsible for paying, providing and satisfying when due (A) all vacation, personal days, sick pay and other paid time off for Transferred Employees accrued but unused as of the Closing Date, on terms and conditions not less favorable than the terms and conditions in effect immediately prior to the Closing Date to the extent such liabilities are properly reflected on the Working Capital Statement, and (B) with respect to periods commencing on and after the Closing Date, all compensation (including salary, wages, commissions, bonuses, incentive compensation, overtime, premium pay and shift differentials), vacation, personal days, sick pay and other paid time off, benefits and benefit claims, severance and termination pay, notice and benefits under all applicable Laws and under any failure plan, policy, practice or agreement and all other Liabilities, in each case accruing, incurred or arising as a result of employment or separation from employment with Purchaser or its Affiliates, on or after the Closing Date with respect to perform any obligation due Transferred Employees. Seller shall be solely responsible for paying and providing long-term disability benefits with respect to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed Business Employee and any former employee of the possibility of such damages and regardless Business or the L Tape Product Line who is receiving long-term disability benefits under any plan or program as of the form of actionClosing Date. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender Purchaser shall indemnify Bank and hold it Seller and its Affiliates harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims Losses arising out of or related to obligations of Purchaser under this Section 5.4(d) as if such Losses were covered by the negligence, bad faith or willful misconduct provisions and conditions of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithSection 9.2(b) hereof.

Liabilities. Except as provided in Sections 5(f)(i)-(iiBuyer shall assume, pay, perform and discharge when due ----------- only those liabilities and obligations arising from and after the Closing Date with respect to the Purchased Assets (collectively, the "Assumed Liabilities"). ------------------- The parties expressly understand and agree that except for the Assumed Liabilities, Buyer does not assume or agree to pay, perform or discharge when due any liabilities or obligations with respect to the Purchased Assets or the Business, whether accrued, absolute, contingent or otherwise arising from or attributable to the period of time between May 13, 1988 and the Closing Date. Buyer is not hereunder assuming, without limitation, the following liabilities, which shall be specifically excluded from the transactions contemplated by this Agreement (the "Excluded Liabilities") and Sections 7(b)-(cshall be satisfied by Seller as they -------------------- become due: (a) hereofall liabilities with respect to any and all Excluded Assets; (b) any and all taxes levied and arising by any federal, Bank shall not be liable for state, local or foreign taxing authority with respect to the ownership or use of the Purchased Assets or conduct of the Business on or prior to the Closing; (c) all liabilities with respect to annual employee bonus payments by Seller to its employees at the Plants incurred or arising during or otherwise attributable to any costs, expenses, damages, period prior to the Closing; (d) all liabilities or claims of the Business with respect to any intercompany loans; (including attorneys’ and accountants’ feese) incurred by Lender, except those costs, expenses, damages, all liabilities and claims obligations of Seller or any predecessor of Seller resulting from, caused by or arising out of the negligenceconduct of the Business by Seller or Seller's ownership, bad faith operation or willful misconduct lease of Bank. Bank shall have no any properties or assets included in the Purchased Assets during the period of time between May 13, 1988 and the Closing Date, including, without limitation, any such liabilities or obligations that constitute, may constitute or are alleged to constitute a violation of or a liability or obligation hereunder for: under any Environmental Law during the period that the Business was operated, or the Purchased Assets were owned, by Seller, such as, among other things, any liability or obligation to contribute to the cost of investigation or remediation under CERCLA, RCRA and any state or local analogues; (f) all obligations of Seller under any leases relating to the Business or the Purchased Assets that are outstanding as of, or otherwise relate to any period prior to, the Closing; (g) all warranty obligations to customers of the Business with respect to products sold to customers by Seller on or prior to the Closing; (h) all product liability, strict liability or negligence claims with respect to products sold to customers by Seller on or prior to the Closing; (i) costsall worker's compensation expenses and claims for any accident or injury occurring, expenses, damagesarising or attributable to any period prior to the Closing (whether discovered before or after such time); (j) all claims, liabilities or and obligations under all of Seller's group health plans, including, without limitation, medical, dental, life insurance, disability, accident and sickness claims and other welfare plan expenses and claims (including attorneys’ retiree medical and accountants’ feesdental claims), which are sustained or incurred by Lender by reason any of any action or inaction by any pricing service, any Depository or a Triparty Institution or Seller's employees and their respective successors or nominees; and (ii) any failure to perform any obligation due eligible dependents relating to any matters beyond the control of Bank. In no event shall Bank be liable for indirect accident, injury, illness, sickness or consequential damages or lost profits or loss of businessdisease occurring, arising hereunder or in connection herewithattributable to any period prior to the Closing; (k) all obligations of Seller to pay severance benefits, even if previously informed salary, bonuses or any vacation pay to any employee or consultant as a result of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred transactions contemplated by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of this Agreement or as a result of Seller's employment of such employee or engagement of such consultant at any action taken time; (l) all liabilities arising on or omitted by Bank in connection with operating hereunder prior to the Closing Date relating to rebates, price loads, advertising loads, co-op support, new store and/or retail incentives; and (m) all other indebtedness, obligations, accounts, suits, liens, claims or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising proceedings that arise out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructionsreal property leases, or upon which arise out of contracts or dealings with customers, suppliers, sales representatives, distributors, insurers, employees, agents, personal property lessors, lessees, licensors, licensees, consignors or consignees, relating to the Business or the Purchased Assets with respect to any information, order, indenture, stock certificate, power period prior to the effective time of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithClosing.

Liabilities. Except as provided (a) Subject to the limitations on liability set forth in Sections 5(f)(i)-(ii2.4(d), (e) and Sections 7(b)-(c) hereof7.3, Bank the Transferor shall indemnify and hold harmless the Trust and the Trustee from and against any loss, liability, reasonable expense, damage or injury, including, but not be liable for limited to, any costsjudgment, expensesaward, damagessettlement, liabilities reasonable attorneys' fees and other costs or claims (including attorneys’ and accountants’ fees) expenses incurred by Lenderin connection with the defense of any actual or threatened action, except those costsproceeding or claim, expenses, damages, liabilities and claims arising out of the negligence, bad faith suffered or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action acts or inaction by any pricing service, any Depository omissions or a Triparty Institution alleged acts or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed omissions of the possibility Transferor with respect to activities of the Trust or the Trustee for which the Transferor is responsible pursuant to this Agreement; provided, however, that the Transferor shall not indemnify or hold harmless the Trust and the Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by the Trustee (or any of such damages and regardless of Trustee's officers, directors, employees or agents) or the form of action. Except Investor Certificateholders; provided, further, that the Transferor shall not indemnify or hold harmless the Trust, the Investor Certificateholders or the Certificate Owners for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunderlosses, Lender shall indemnify Bank and hold it harmless from and against any and all costsliabilities, expenses, damagesdamages or injuries suffered or sustained by any of them with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, liabilities that the Transferor shall not indemnify or claimshold harmless the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, liabilities, expenses, damages or injuries suffered or sustained by any of them in their capacities as investors, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or without limitation losses incurred as a result of Defaulted Accounts or Receivables which are written off as uncollectible; provided further, that the Transferor shall not indemnify or hold harmless the Trust, the Investor Certificateholders or the Certificate Owners for any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLAlosses, other than those costsliabilities, expenses, damagesdamages or injuries suffered or sustained by the Trust, liabilities the Investor Certificateholders or claims the Certificate Owners arising out under any tax law, including without limitation, any federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest, penalties or additions with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority; and, provided, further, that in no event will the Transferor be liable, directly or indirectly, for or in respect of any indebtedness or obligation evidenced or created by any Certificate, recourse as to which shall be limited solely to the assets of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors Trust allocated for the payment thereof as provided in this Agreement and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithapplicable Supplement.

Liabilities. Except 2.1 As of Closing, except as provided set forth in Sections 5(f)(i)-(ii) Section 2.2, Buyer does not and Sections 7(b)-(c) hereof, Bank shall not assume or be liable responsible for any costsliabilities, expensesdebts, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out other obligations of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond Seller. 2.2 As additional consideration for the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed purchase of the possibility of such damages Assets, Buyer shall assume only the following specified liabilities (the “Assumed Liabilities”): a) Office lease obligations (month to month) at Kxxxxx Research Pavillion/Axxxxx Xxxxxxxx in Philadelphia from and regardless after the date of the form of action. Except for any costs or expenses incurred by Bank Closing; b) Performance obligations specified in performing its the contracts with Merisant and Medisyn Technologies relating to the Assets arising after the Closing; and c) Liabilities and obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank arising in connection with operating hereunder the use of the Assets by Buyer after the Closing. 2.3 Notwithstanding any provision in this Agreement or enforcing Lender’s rights under any other writing to the applicable MSLAcontrary, neither Buyer nor any of its affiliates is assuming any liability or obligation of Seller (or any predecessor of Seller or any prior owner of all or part of its businesses or assets) of whatever nature, whether presently in existence or arising hereafter, other than those coststhe Assumed Liabilities. All such liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Notwithstanding any provision in this Agreement or any other writing to the contrary and without limiting the generality of the term “Excluded Liabilities”, expensesthe Excluded Liabilities shall include: a) all liabilities and obligations of Seller, damagesor any member of any consolidated, affiliated, combined or unitary group of which Seller is or has been a member for taxes or other charges; b) all liabilities and obligations relating to employee benefits or compensation arrangements in relation to Seller or its business, whether relating or attributable to, or arising during, the period before or after Closing, including all liabilities or claims obligations under any employee benefit agreements, retention, severance or other plans or other arrangements; c) all liabilities and obligations arising out from any action relating to Seller, its business or the Assets pending before any tribunal, arbitrator or governmental authority; d) all liabilities and obligations relating to or arising from any presently or formerly owned, operated or leased asset, property or business of Seller that is not an Asset being acquired by Buyer pursuant to this Agreement, whether relating or attributable to, or arising during, the period before or after Closing; and e) all liabilities and obligations relating or attributable to, or arising during, the operation of the negligenceSeller’s business and any owned, bad faith leased or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lenderoperated Asset prior to Closing, its successors and assignsincluding in relation to any contract (including any assumed Contract), notwithstanding the termination of any Loans hereunder agreement, lease, license, commitment, sales or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit purchase order or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithinstrument.

Liabilities. Except as provided in Sections 5(f)(i)-(ii) The Sellers shall indemnify and Sections 7(b)-(c) hereofhold harmless the Trust and the Trustee, Bank shall not be liable for its officers, directors, employees and agents from and against any costsreasonable loss, expensesliability, damagesexpense, liabilities damage or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith injury suffered or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action acts, omissions or inaction alleged acts or omissions arising out of or based upon the arrangement created by this Agreement or any pricing serviceSupplement, any Depository as though this Agreement or such Supplement created a Triparty Institution partnership under the Delaware Uniform Partnership Law in which the Sellers are general partners; provided, however, that the Sellers shall not indemnify the Trustee if such acts, omissions or their respective successors alleged acts or nomineesomissions constitute or are caused by fraud, negligence, or willful misconduct by the Trustee; and (ii) any failure to perform any obligation due to any matters beyond provided further, that the control of Bank. In no event Sellers shall Bank be liable for indirect not indemnify the Trust, the Investor Certificateholders or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided, further, that the Sellers shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by Bank any of them in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses their capacities as investors, including, without limitation, losses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of Defaulted Receivables; and provided further, that the Sellers shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners for any action taken liabilities, costs or omitted expenses of the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Trustee or the Investor Certificateholders arising under any tax law relating to any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by Bank income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection with operating hereunder or enforcing Lender’s rights under herewith to any taxing authority. Any such indemnification shall not be payable 71 from the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of BankTrust Assets. The foregoing provisions of this indemnity shall run directly to and be a continuing obligation of Lender, its successors and assigns, notwithstanding enforceable by an injured party subject to the termination of any Loans hereunder or of this Lending Agreementlimitations hereof. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.[END OF ARTICLE VII] 72 ARTICLE VIII

Liabilities. Except as provided in Sections 5(f)(i)-(ii) As of the Closing, each Transferred Employee shall cease active participation in, and Sections 7(b)-(c) hereofto the extent applicable, Bank shall not be liable cease accruing benefits under, each Benefit Plan other than, to the extent applicable, the Benefits Plans that are maintained by a Conveyed Company. Immediately prior to the Closing, Seller shall cease all responsibility for and liability with respect to coverage for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ feesTransferred Employee under the Benefit Plans set forth on Schedule 3.13(a) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligenceSeller Disclosure Letter. From and after the Closing Date, bad faith or willful misconduct of Bank. Bank Purchaser shall have no obligation hereunder forassume, honor and be solely responsible for paying, providing and satisfying when due the following: (i) costsall vacation, expensespersonal days, damagessick pay and other paid time off for Transferred Employees earned but unused as of the Closing Date, liabilities or claims (including attorneys’ on terms and accountants’ fees)conditions not less favorable than the terms and conditions in effect immediately prior to the Closing Date, which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) all compensation (including salary, wages, commissions, bonuses, incentive compensation, overtime, premium pay and shift differentials), vacation, personal days, sick pay and other paid time off, benefits and benefit claims, severance and termination pay, notice and benefits under all applicable Laws and under any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of businessBenefit Plan, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costsother liabilities, expensesin each case accruing, damages, liabilities incurred or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or arising as a result of employment or separation from employment with Purchaser after the Closing Date with respect to Transferred Employees, and (iii) severance and termination pay, notice or other liabilities accruing, incurred or arising as a result of separation from employment of (A) any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than Conveyed Company Business Employee (including those costs, expenses, damages, liabilities or claims arising out who choose to terminate their employment as a result of the negligencetransactions contemplated herein) or (B) any Transferred Employee, bad faith on or willful misconduct after the Closing Date. In the event that Seller is required to honor, pay or provide any of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, items contemplated to be genuine assumed, honored, paid or bearing the signature of a person satisfied by Purchaser hereunder, then Purchaser will indemnify and hold harmless Seller for any such items so honored, paid or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithprovided by Seller.

Liabilities. Except as provided in Sections 5(f)(i)-(ii(a) and Sections 7(b)-(c) hereof, Bank MPLLC shall not be liable and responsible for all liabilities and obligations of the Original Venture other than the Seller's Liabilities (the "ASSUMED LIABILITIES"). Without limiting the foregoing, Assumed Liabilities shall include all liabilities and obligations relating to the Existing Indebtedness (other than Seller's Retained Debt) notwithstanding any joint and several or other liability of Seller under the Existing Indebtedness Documents. Further, without limiting the foregoing, Assumed Liabilities shall include all leasing costs, expensesallowances, damagesconcessions, rent abatements, build-out costs, other leasing inducements and leasing commissions with respect to all leases executed on or after September 1, 1999, provided, however, that with respect to any leases executed on or after January 1, 2000 the Company shall only pay commissions due to General Growth Management, Inc. and Seller shall remain liable for and shall pay commissions due to Existing Manager. (b) The Seller shall be responsible for all of the following liabilities or claims obligations of the Original Venture, Seller or any predecessor of any of them (collectively, the "SELLER PARTIES")or other Person specified below (collectively, the "SELLER'S LIABILITIES"): (i) any liability or obligation that is not related to the Property, (ii) any liability or obligation that arises from contracts or agreements other than the Leases, the Contracts, the REA, the Existing Indebtedness Documents or the instruments or agreements constituting the Permitted Exceptions (a "PERMITTED EXCEPTION DOCUMENT"), (iii) any tort liability arising from any accident, injury, event, circumstance, action or omission occurring prior to the Closing Date (except to the extent of the insurance proceeds received by the Original Venture in connection therewith), whether or not asserted before or after the Closing, (iv) any liability or obligation to a Party for breach of, or other payment obligation under, a Lease, REA, Contract or Permitted Exception Document (including attorneys’ and accountants’ feesany claimed overcharge of common area maintenance or other similar charges but excluding the items covered in clause (v)) incurred by Lenderto the extent that the liability or obligation relates to the period or accrued prior to the Closing Date, except those whether or not asserted before or after the Closing, (v) all leasing costs, expensescosts of Landlord Work (net of the value of any additional revenues that are to be received by MPLLC and are directly attributable to the Landlord Work), damagesallowances, concessions, rent abatements, build-out costs, other leasing inducements and leasing commissions, with respect to all leases executed prior to September 1, 1999, (vi) any fine, penalty or other amount that is imposed or assessed by or which was payable to (including any installment thereof) a Governmental Authority for the period prior to the Closing Date, whether or not imposed or assessed before or after the Closing, (vii) all federal, state and local taxes of any Seller Party of whatever kind and nature relating to the period prior to Closing, (viii) liabilities and claims obligations relating to any employees (current or former), employee benefit plans or collective bargaining agreements of the Existing Manager or any Seller Party that accrued, relate to or arise from any incident, event, circumstance, action or omission occurring during the period through the effective termination date of the management agreement with the Existing Manager, including severance pay and accrued vacation pay obligations and other liabilities of the Existing Manager, any Seller Party, the Company or others relating to the termination of any of such employees prior to the effective termination date of the management agreement with the Existing Manager or as the result of the consummation of the Transactions, (ix) any liability or obligation to pay for work performed at, or materials supplied or delivered to, the Property prior to the Closing, (x) any liability or obligation relating to litigation that is commenced by Persons other than Parties or Governmental Authorities and that relates to incidents, events, circumstances, actions or omissions occurring during the period prior to Closing, whether or not asserted before or after the Closing, (xi) any liability or obligation arising out of the negligencetermination of the management agreement with the Existing Manager, bad faith (xii) any commissions due to Existing Manager with respect to leases executed on or willful misconduct after January 1, 2000, (xiii) any obligation, liability, cost or expense related to any requirement, obligation or demand to construct or provide additional parking or a parking deck for the benefit of BankMacy's or any affiliate of Macy's, and (xiv) any other costs or liabilities imposed on Seller hereunder or under the Operating Agreement, including the obligations of Seller thereunder as to the Retained Debt. Bank Notwithstanding anything to the contrary contained herein, Seller's Liabilities shall have no obligation hereunder for: not include (i) costs, expenses, damages, any liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason obligations to the extent that the Company has received a credit therefor under the provisions of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; Article V and (ii) subject to the provisions of Section 2.3(c), the cost of repair, remediation or correction of any failure physical defect in the Property (but do include damages, fines or other amounts owing to perform Parties, Governmental Authorities or others on account of any obligation due such physical defect to the extent that such damages, fines or other amounts are not for the cost of repair, remediation or correction thereof). (c) Nothing contained in this Section 2.3 shall impair the rights of the Company for a breach of any matters beyond the control of Bank. In no event shall Bank be liable for indirect representation or consequential damages or lost profits or loss of business, arising hereunder warranty contained herein or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithSeller Closing Documents.

Liabilities. Except 1. In accordance with the role of the EIB, the liability of the EIB under the agreement and any other document referred to in it shall be limited to the performance of its duties and obligations as provided specifically set out in Sections 5(f)(i)-(ii) the agreement. 2. The EIB shall be held harmless and Sections 7(b)-(c) hereof, Bank shall not be liable indemnified by the Commission for any costsliabilities, expenseslosses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing the EIB, its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunderdelegates, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities servants or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or agents as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights performing its tasks under the applicable MSLAagreement and any other document referred to in it otherwise than by reason of the EIB's negligent actions or omissions or wilful misconduct, other than those costsprovided that adequate evidence of such liability, expensesloss, damages, costs, claims or expenses is provided by the EIB and that, where applicable, the EIB has diligently defended such claim. 3. any liabilities, losses, damages, costs or expenses incurred by the EIB pursuant to the preceding paragraph, including any liabilities, losses, damages, costs or expenses arising further to investment risk or execution risk (collectively being ‘liabilities incurred by the EIB’) that are not wilfully or claims arising out negligently caused by the Commission shall be deducted from the revenues generated from the monetisation of the negligenceallowances and in priority to all other payments due to be made with such revenues. Before the deduction of any such payment which is not related to losses, bad faith damages, costs or willful misconduct of Bank. The foregoing indemnity expenses arising further to investment risk or execution risk, the EIB shall send an invoice to the Commission, which shall be a continuing obligation of Lenderagreed to by the Commission before the payment is executed, its successors and assignssuch agreement not to be unreasonably withheld. 4. However, notwithstanding the termination of above and anything in the agreement, the Commission shall not be responsible for any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against liability incurred by the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper InstructionsEIB that exceeds revenues generated, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine generated, from the monetisation of the allowances, except if such liability incurred by the EIB is wilfully or bearing negligently caused by the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithCommission.

Liabilities. Except as provided (a) The Station Assets shall be sold and conveyed to Buyer free and clear of all mortgages, liens, deeds of trust, security interests, pledges, restrictions, prior assignments, charges, claims, defects in Sections 5(f)(i)-(iititle and encumbrances of any kind or type whatsoever (collectively, "Liens") and Sections 7(b)-(c) hereof, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder forexcept: (i) costs, expenses, damages, liabilities or claims (including attorneys’ liens for real estate taxes not yet due and accountants’ fees), payable for which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or Buyer receives a Triparty Institution or their respective successors or nomineesPurchase Price adjustment under Section 1.5; and (ii) the post-Closing obligations of Seller which CCR will assume under leases and contracts assigned to CCR that are listed on Schedules 1.1(c) and 1.1(e) ("Permitted Encumbrances"). (b) Except as otherwise specifically provided herein, Buyer shall not assume or be liable for, and does not undertake to attempt to, assume or discharge: (i) any failure to perform any liability or obligation due of Seller arising out of or relating to any matters beyond the control contract, lease agreement, or instrument; (ii) any liability or obligation of Bank. In no event Seller arising out of or relating to any employee benefit plan otherwise relating to employment (all employment obligations shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed brought current by Seller as of the possibility Closing Date, including the payment of all accrued benefits and severance pay and all bonuses, whether or not such damages and regardless benefits or bonuses are due as of the form Closing Date); (iii) any liability or obligation of action. Except for Seller arising out of or relating to any costs litigation, proceeding or expenses incurred claim (whether or not such litigation, proceeding or claim is pending, threatened or asserted before, on or after the Closing Date); (iv) any other liabilities, obligations, debts or commitments of Seller whatsoever, whether accrued now or hereafter, whether fixed or contingent, whether known or unknown; or (v) any claims asserted against the Stations or any of the Station Assets relating to any event (whether act or omission) prior to the Closing Date, including without limitation, the payment of all taxes. (c) Seller retains and shall hereafter pay, satisfy, discharge, perform and fulfill all obligations and liabilities not expressly assumed by Bank in performing its obligations pursuant Buyer hereunder as they become due, without any charge or cost to Sections 5(f)(i)-(ii) Buyer, and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall Seller agrees to indemnify Bank and hold it Buyer and its successors and assigns harmless from and against any and all costs, expenses, damages, such liabilities or claims, including reasonable fees and expenses in accordance with the terms of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithArticle 9 below.

Liabilities. Except as provided in Sections 5(f)(i)-(ii) Buyer does not assume and Sections 7(b)-(c) hereof, Bank shall not be liable deemed to have assumed any liability or obligation of Seller including, but not limited to: 2.2.1 Any liability or obligation of Seller for any costs, expenses, damages, liabilities or claims taxes (including attorneys’ interest and accountants’ feespenalties thereon) incurred imposed on or measured by LenderSeller's income for any period or periods ending before or after the date hereof, including foreign, federal, state and local income taxes, or any liability or obligation of Seller for any withholding taxes, Social Security taxes, unemployment taxes, excise taxes, capital stock taxes, sales taxes, use taxes, gross receipt taxes or other foreign, federal, state or local taxes of any nature (including all penalties) with respect to any time period; 2.2.2 Any liability or obligation of Seller for any accounts payable or under any loan agreement, lease agreement or any other contract or agreement (except those costs, expenses, damages, liabilities and claims as otherwise specifically provided for herein); 2.2.3 Any liability or obligation of Seller arising out of or resulting from any breach by Seller of any lease, contract or other agreement to which Seller is a party, whether or not such agreements are assumed by Buyer hereunder; 2.2.4 Any liability or obligation of Seller arising out of or resulting from any violation by Seller of any foreign, federal, state or local laws or regulations including, without limitation, environmental laws and regulations or from the negligencesale by Seller of any product; 2.2.5 Any liability or obligation arising out of or resulting from any release or disposal by Seller of any Hazardous Substances, bad faith Pollutants or willful misconduct Contaminants (as these terms are defined under applicable federal and state environmental laws); 2.2.6 Any claims, actions, suits, proceedings, arbitrations, consent decrees, product claims or litigation relating to, or resulting from, actions or omissions of Bank. Bank shall have no obligation hereunder for: Seller; 2.2.7 Any liabilities for defective product, product replacements, allowances, warranties (iwhether express or implied) costsand refunds for damaged, expensesdefective or returned product provided by Seller; 2.2.8 Any and all workers' compensation (including, damageswithout limitation, weekly benefits, medical rehabilitation expenses and any other expenses or obligations) with respect to injuries or illnesses suffered by any employee of Seller resulting from occurrences prior to the Closing Date, whether known or unknown, as of the Closing Date; or 2.2.9 Any and all liabilities or claims (including attorneys’ and accountants’ fees)obligations for all employee matters, which are sustained severance, termination or incurred by Lender by reason similar obligations of Seller or any action of its predecessors or inaction by any pricing serviceaffiliates or resulting from the consummation of the transactions contemplated herein including, without limitation, any Depository liability resulting from or a Triparty Institution arising in connection with the Union Contract (as defined in Section 8.13 below) or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder resulting or in connection herewith, even if previously informed with any multi-employer plan as defined in Section 3(37) of the possibility Employee Retirement Income Security Act of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii1974, as amended ("ERISA") and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunderany liability, Lender shall indemnify Bank and hold it harmless fines and/or penalties resulting from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank arising in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors Worker Adjustment and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, Retraining Notification Act ("WARN Act") and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithsimilar state statutes.

Liabilities. Except as provided in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank Landlord shall not be liable to Tenant or Tenant's employees, agents, patrons or visitors, or to any other person whomsoever, for any injury to person or damage to property on or about the premises, resulting from and/or caused in part or whole by the negligence or misconduct of Tenant, its agents, servants or employees, or of any other person entering upon the premises, or caused by the buildings and improvements located on the premises becoming out of repair, or caused by leakage of gas, oil, water or steam, or by electricity emanating from the premises, or due to any cause whatsoever, and Tenant hereby covenants and agrees that it will at all times indemnify and hold safe and harmless the property, the Landlord (including without limitation the trustee and beneficiaries if Landlord is a trust), Landlord's agents and employees from any loss, liability, claims, suits, costs, expenses, including without limitation attorneys' fees and damages, liabilities or claims (including attorneys’ both real and accountants’ fees) incurred by Lenderalleged, except those costs, expenses, damages, liabilities and claims arising out of any such damages or injury; except injury to persons or damage to property the negligencesole cause of which is the negligence of Landlord. Tenant shall procure and maintain throughout the term of this lease a policy or policies of insurance, bad faith at its sole cost and expense, insuring both Landlord and Tenant against all claims, demands, or willful misconduct actions arising out of Bank. Bank shall have no obligation hereunder foror in connection with: (i) costs, expenses, damages, liabilities or claims the premises; (including attorneys’ ii) the condition of the premises; (iii) Tenant's operations in and accountants’ fees), which are sustained or incurred by Lender by reason maintenance and use of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nomineesthe premises; and (iiiv) any failure to perform any obligation due to any matters beyond Tenant's liability assumed under this lease, the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility limits of such damages policy or policies to be in the amount of not less than $2,000,000 per occurrence for bodily injury and regardless of the form of actionproperty damage (See Addendum Paragraph 6). Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity All such policies shall be a continuing obligation procured by Tenant from responsible insurance companies satisfactory to Landlord. Certified copies of Lendersuch policies, its successors and assigns, notwithstanding the termination together with receipt evidencing payment of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the samepremiums therefor, shall be conclusively presumed delivered to have been taken Landlord prior to the commencement date of this lease. Not less than fifteen (15) days prior to the expiration date of any such policies, certified copies of the renewals thereof (bearing notations evidencing the payment of renewal premiums) shall be delivered to the Landlord. Such policies shall further provide that not less than thirty (30) days' written notice shall be given to Landlord before such policy may be cancelled or omitted in good faithchanged to reduce insurance provided thereby.

Liabilities. Except as provided (a) The Assets shall be sold and conveyed to Buyer free and clear of all liabilities, obligations, liens, security interests and encumbrances whatsoever. Buyer shall in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall not no event assume or be liable for any costsliability or obligation not specifically assumed pursuant to this Section 3 and in instruments of assumption delivered by it at Closing, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lenderand, except those costsas expressly provided in this Section 3, expensesSellers shall retain responsibility for all liabilities accrued as of the Closing Date and all liabilities arising from the Sellers' operations prior to the Closing Date, damageswhether or not accrued and whether or not disclosed. Specifically, liabilities but without limiting the generality of the foregoing sentence, Buyer shall not assume any liability or obligation of Sellers with respect to (i) malpractice liability and claims any other similar claims, (ii) taxes and related penalties and interest of any kind, (iii) employees or former employees of Sellers, including any liability for accrued salaries, wages, payroll taxes, severance pay entitlements, health, medical, retirement, deferred compensation benefits or any other obligations or expenses arising out of or relating to the negligenceemployment by Sellers of its employees or Sellers' termination of such employees, bad faith (iv) any debt of Sellers, whether or willful misconduct of Banknot appearing on Sellers' books and (v) any other liabilities relating to the period prior to the Closing Date. Bank Sellers shall have no obligation hereunder for: retain and shall assume and discharge all liabilities and costs under the Consolidated Omnibus Budget Reconciliation Act, as amended (i"COBRA") costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ feesliabilities for violations thereof), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or for all "qualifying events" (as defined in COBRA) occurring with respect to Sellers' employees and their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claimsdependents, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or qualifying events that occur as a result of any action taken or omitted the sale of the Assets contemplated by Bank in connection with operating hereunder or enforcing Lender’s rights this Agreement. (b) As exceptions to the provisions of Section 3(a) above, Buyer will assume at Closing (i) the obligations of Sellers under the applicable MSLAContracts and Real Property Leases disclosed to Buyer, other to the extent that such obligations are not performed or to be performed prior to the Closing Date, are disclosed in the text of such Contracts and Real Property Leases and accrue subsequent to the Closing Date, (ii) the obligation to pay accounts payable which arise from services rendered or products furnished in the ordinary course of business to Sellers by the vendors listed on Schedule 3(b), to the extent such accounts payable are not paid or to be paid prior to the Closing Date and are not more than those costs, expenses, damages, liabilities or claims arising out one day past due as of the negligence, bad faith or willful misconduct Closing Date and (iii) accrued vacation and accrued sick leave for employees of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to Business in an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithamount not exceeding $18,980.

Liabilities. Except as provided Notwithstanding any provision in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereofthis Agreement or any other writing to the contrary, Bank ARRT is not assuming any Liability of the Company of whatever nature, whether presently in existence or arising hereafter, other than (collectively, the “Assumed Liabilities”): 1. All Liabilities of the Company under the Assumed Contracts (other than those Liabilities that arose or accrued based on any act, event, or omission that occurred prior to the Closing Date, which shall not in all cases be liable for retained by the Company irrespective of whether they are known at Closing or become known only after the Closing, or based on any costs, expenses, damages, liabilities breach or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims default of the Company which occurred prior to the Closing Date); 2. All Liabilities arising out of ownership or operation of the negligence, bad faith Company business or willful misconduct the Acquired Assets after the Closing Date; Provided that ARRT shall in no event assume any Liabilities of Bank. Bank shall have no obligation hereunder for: the Company arising from or in connection with (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nomineesExcluded Asset; and (ii) any failure transactions between the Company and any Affiliate of the Company; (iii) matters not relating to perform the Company Business or the Acquired Assets; (iv) any Debt or Guarantee of the Company; (v) the Company’s breach or default of any obligation due to any matters beyond or agreement; (v) the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or Company’s expenses in connection herewith, even if previously informed with the transactions covered by this Agreement; (vi) insurance policies of the possibility Company, (vii) Obligations under Assumed Contracts that arose or accrued based on any act, event, or omission that occurred prior to the Closing Date, which shall in all cases be retained by the Company irrespective of such damages and regardless whether they are known at Closing or become known only after the Closing or are based on any breach or default of the form of action. Except for Company that occurred at any time prior to the Closing Date, (viii) claims, costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against other Liabilities under any and all costs, expenses, damages, liabilities or claimsEmployee Plans, including reasonable fees and expenses without limitation relating to health or retirement benefits, (ix) any Liability for or on account of counselTaxes arising prior to the Closing Date (whether known or unknown), which Bank may sustain or incur or which may be asserted against Bank (x) any Liability of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of the company, or was serving at the request of such entity as a partner, trustee, director, officer, employee, or agent of another entity, (xi) any Liability of the Company arising as a result of any legal or equitable action taken or judicial or administrative proceeding initiated at any time in respect of anything done, suffered to be done or omitted to be done by Bank in connection with operating hereunder such Company or enforcing Lender’s rights under any of their respective directors, officers, employees or agents, (xii) any Liability of the applicable MSLA, other than those costs, expenses, damages, liabilities or claims Company arising out of the negligencethis Agreement, bad faith (xiii) any Liability relating to or willful misconduct arising out of Bank. The foregoing indemnity shall be a continuing obligation products manufactured or sold or services rendered by the Company prior to the Closing Date, whether or not related to the Company’s business, (xiv) any Liability of Lenderthe Company for making payments or providing, its successors and assignsfunding, notwithstanding the termination insuring or administering benefits of any Loans hereunder kind to it or its ERISA Affiliates’ employees or former employees, directors or officers, including without limitation any bonus, severance payment, change of control payment, retention payment or other compensation, benefit or payment that is created, accrues, accelerates or becomes payable to any present or former director, shareholder, employee or independent contractor, pursuant to any Contractual Obligation on or before the Closing Date as a result of the execution, delivery or consummation of this Lending AgreementAgreement (without regard to when any such compensation, benefit or payment is due and payable) (xv) any Liability not arising out of the operation of the Company’s business, (xvi) any Liability relating to compliance with the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq. Bank may charge (“WARN Act”) and any amounts state laws concerning layoffs or the closing or relocation of worksites or the like, which arises on or before the Closing Date; or (xvii) any Liabilities of the Company incurred (or resulting from any action occurring) prior to which it the Closing that is entitled hereunder against the Account, and Lender shall be entitled to not otherwise an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithAssumed Liability.

Liabilities. Except as provided in Sections 5(f)(i)-(ii(a) Subject to Section 1.2(b), every Liability of Seller arising out of or relating to Seller’s ownership or operation of the Business and Sections 7(b)-(c) hereof, Bank shall not be liable for any costs, expenses, damages, liabilities the Acquired Assets prior to the Closing and every Liability of Seller relating to or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligenceExcluded Assets (collectively, bad faith or willful misconduct the “Excluded Liabilities”) shall remain the sole responsibility of BankSeller, and shall be retained, paid, performed and discharged solely by Seller. Bank For the avoidance of doubt, Excluded Liabilities shall have no obligation hereunder for: include, without limitation, all Liabilities (i) costsrelating to any Tax relating to the Business or the Acquired Assets for any taxable period or any portion thereof ending on or prior to the Closing or any other Tax of Seller or any of its Affiliates for any taxable period (other than any Tax allocated to Buyer under Section 5.1(c)) or, expensesexcept as set forth below, damagesrelating to Excluded Seller Contract, liabilities or claims (including attorneys’ and accountants’ feesii) relating to any Accounts Payable in connection with the Business that remain unpaid as of the Closing (other than the Firefly Accounts Payable), (iii) relating to any deferred revenue (as defined under GAAP) other than Assumed Deferred Revenue, or (iv) otherwise arising out of or relating to Seller’s ownership or operation of the Acquired Assets or the Business prior to the Closing. In furtherance of the foregoing, the Seller will fully perform all of its obligations under the Huntington Lease. (b) Notwithstanding any provision herein to the contrary, Buyer shall assume and agree to pay, perform and discharge when due, and shall be responsible for, (i) all executory Liabilities under Transferred Contracts to the extent such Liabilities (A) are required to be performed following the Closing (none of which are sustained is a Liability for breach of contract or incurred by Lender by reason violation of any action law related to Seller’s actions prior to the Closing) or inaction by any pricing service(B) constitute deferred revenue (as defined under GAAP), any Depository or a Triparty Institution or their respective successors or nominees; in the amounts set forth on Schedule 1.2(b)(i)(B) (“Assumed Deferred Revenue”), and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims Liabilities arising out of or relating to Buyer’s ownership or operation of the negligenceAcquired Assets or the Business following the Closing (excluding Liabilities relating to any violation of law or any tort related to Seller’s actions prior to the Closing) (collectively, bad faith the “Assumed Liabilities”). For the avoidance of doubt, Assumed Liabilities shall include, without limitation, all Liabilities relating to any Tax relating to the Business or willful misconduct of Bankthe Acquired Assets for any taxable period or any portion thereof ending after the Closing Date or any other Tax for which Buyer is liable under Section 5.1(c). The foregoing indemnity shall Notwithstanding any provision herein to the contrary, the parties acknowledge and agree that Seller is not and will not be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge paying Buyer any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting in respect of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithAssumed Deferred Revenue.

Liabilities. (i) Except as provided in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank Lending Agent shall not be liable for any costs, expenses, damages, losses, liabilities or claims (including attorneys’ ' and accountants’ ' fees) (collectively "Losses") incurred by LenderLender and any Portfolio, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of BankLending Agent. Bank Lending Agent shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), for Losses which are sustained or incurred by Lender or any Portfolio by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank Lending Agent be liable for indirect or consequential damages or Losses (including, but not limited to, lost profits or and loss of business), arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. . (ii) Except for any costs or expenses incurred by Bank Lending Agent in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank Lending Agent in providing services hereunder, Lender shall indemnify Bank Lending Agent and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, Losses which Bank Lending Agent may sustain or incur or which may be asserted against Bank Lending Agent by reason of or as a result of any action taken or omitted by Bank Lending Agent in connection with operating hereunder or under the Operating Agreement or in enforcing Lender’s 's (or a relevant Portfolio's) rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims Losses arising out of the negligence, bad faith or willful misconduct of BankLending Agent. The foregoing indemnity shall be a continuing obligation of LenderLender and the relevant Portfolio, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank Lending Agent may charge issue debit instructions against the relevant Portfolio's Account for any amounts to which it is entitled hereunder against the Accounthereunder, and Lender (on behalf of the relevant Portfolio) shall instruct Custodian to accept any such instructions. Lender (on behalf of the relevant Portfolio) shall be entitled to an accounting of all amounts so chargeddebited. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by BankLending Agent, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith. (iii) Lending Agent shall be entitled to rely on, and may act upon, the advice of reputable professional advisers in relation to matters of law, regulation or market practice (which may be professional advisers of Lender or a Portfolio) and that relate to the provision of securities lending services, and shall not be liable to Lender or any Portfolio for any action taken or omitted pursuant to such advice. (iv) Lending Agent shall have no liability for Losses that Lender or any Portfolio may suffer or incur, caused by an act of God, fire, flood, civil disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, malfunction of equipment or software (except to the extent such malfunction is primarily attributable to Lending Agent's negligence in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, inability to access collateral held at a Tri-Party Institution or Depository or any cause beyond the reasonable control of Lending Agent. (v) Notwithstanding anything in this Lending Agreement that may be to the contrary, any amount or obligation owed by Lender under this Lending Agreement or otherwise with respect to any Loan hereunder or otherwise shall only be paid out of the assets of the particular Portfolio making such Loan.

Liabilities. Except as provided in Sections 5(f)(i)-(ii(i) The Subcustodian shall be held harmless by the Custodian and Sections 7(b)-(c) hereof, Bank Transfer Agent and shall not be liable for any costsaction taken or omitted to be taken in good faith, expensesor for any mistake of law or fact, damagesor for anything Subcustodian may do or refrain from doing in connection with or as required by this Agreement, liabilities except for failure to exercise ordinary care or act in good faith. Except as otherwise set forth herein, the Subcustodian shall have no responsibility with respect to Fund assets. The Subcustodian shall, for the benefit of the Custodian and the Funds, use the same care with respect to handling of Fund assets in depository accounts as it uses in respect of its own assets similarly held. The Subcustodian shall have no responsibility with respect to any monies or any wire transfer, checks or other instruments for the payment of money unless and until actually received or secured by wire transfer by the Subcustodian. IN NO EVENT WILL THE SUBCUSTODIAN BE LIABLE TO CUSTODIAN, TRANSFER AGENT OR THE FUNDS FOR ANY INDIRECT DAMAGES, LOST PROFITS, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH ARISE OUT OF OR IN CONNECTION WITH THE SERVICES CONTEMPLATED HEREIN. (ii) The Subcustodian shall indemnify, defend and save harmless the Custodian and each Fund from and against all loss, liability, claims (including attorneys’ and accountants’ fees) demands incurred by Lender, except those costs, expenses, damages, liabilities and claims the Custodian or the Fund arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of with the possibility of such damages and regardless of the form of action. Except for any costs Subcustodian's willful malfeasance or expenses incurred by Bank bad faith in performing connection with its obligations pursuant and duties under this Agreement. (iii) The Custodian agrees to Sections 5(f)(i)-(ii) indemnify, defend and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it save harmless the Subcustodian from and against any and all costsloss, expensesliability, damages, liabilities or claims, including reasonable fees claims and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank demands incurred by reason of or as a result of any action taken or omitted by Bank the Subcustodian in connection with operating hereunder or enforcing Lender’s rights the performance by the Subcustodian in good faith of any activity under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out this Agreement pursuant to instructions of the negligence, bad faith Custodian. (iv) It is understood and expressly stipulated that neither the shareholders of any Fund or willful misconduct the members of Bankthe Board of such Fund shall be personally liable hereunder. The foregoing indemnity obligations of each Fund hereunder are not personally binding upon, nor shall resort to the private property of, any of the members of the Board of the Fund, nor of its shareholders, officers, employees or agents, but only the Fund's property shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithbound.

Liabilities. (a) At the Closing, the Buyer will assume liability for and agree to pay, perform and discharge, in a timely manner and in accordance with the terms thereof, the following (collectively, the “Assumed Liabilities”): (i) the Assumed Contracts with respect to all periods at and after the Closing (but shall not assume any Liability arising from the Seller’s performance or non-performance under any Assumed Contract at any time prior to the Closing, whether asserted before or after the Closing); (ii) all payments to employees required under the WARN Act, if any, by virtue of actions taken by Buyer on or after the Closing Date; and (iii) the provision of COBRA insurance coverage to employees of the Seller, or other qualified COBRA participants currently on the Seller’s health plan, in accordance with COBRA rules and regulations related to their termination of employment by Buyer in connection with the Closing. (b) Except as provided in Sections 5(f)(i)-(ii) for the Assumed Liabilities, the Buyer shall not assume, and Sections 7(b)-(c) hereof, Bank shall not be liable deemed by anything contained in this Agreement to have assumed, any Liability of the Seller whatsoever (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Buyer shall not assume, and shall not be deemed by anything contained in this Agreement to have assumed: (i) any Liability for any costsTaxes that is due and payable as of the date of this Agreement for periods beginning before the Closing Date, expensesor any Liability for failure to report taxable income to the Stockholders; (ii) (A) any Liability, damagesincluding but not limited to any Liability under any Benefit Plan and any successor liability arising under ERISA, liabilities or claims otherwise in connection with any Section 408(p) or other employee benefit plan or obligation of the Seller, (B) all other Liabilities to any of the Seller’s employees or their beneficiaries, including, without limitation, any Liability for wages (including attorneys’ overtime required by federal or state law) and accountants’ feescontributions or payments to be made under any employee benefit plan maintained for the employees of Seller who are participants therein or (C) incurred by Lender, except those costs, expenses, damages, liabilities and all Liabilities arising in connection with any worker’s compensation claims arising out of the negligenceconduct of the Seller’s business on or prior to the Closing Date; (iii) any Liability arising out of any Liability or pending litigation, bad faith arbitration or willful misconduct other administrative proceeding regarding the Seller for periods ending on or prior to the Closing Date; (iv) any Liability arising out of Bank. Bank shall have no obligation hereunder for: any work, contract, joint venture or other undertaking of the Seller for periods ending on or prior to the Closing Date, including, without limitation, any warranty claims relating thereto; (iv) costsany Liability for any principal, interest, fees, costs or expenses, damagesincluding, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing servicewithout limitation, any Depository late charges or a Triparty Institution prepayment charges relating to any outstanding notes payable, loans, debts or their respective successors obligations of the Seller as of the Closing, or nominees; and Taxes resulting from cancellation of such indebtedness; (iivi) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except Liability for any principal, interest, fees, costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank the Seller in connection with operating hereunder any Liens, debts, loans or enforcing Lenderother obligations of any nature of the Seller, or in connection with the transactions contemplated hereby or the winding up of the Seller’s rights under the applicable MSLAbusiness, other than those costsincluding without limitation, attorneys’, accountants’ and consultants’ fees, finder’s fees, costs and expenses, damagesregardless of when incurred; (vii) any Liability arising out of any Environmental Laws with respect to actions of the Seller on or prior to the Closing Date; (viii) any Liability (A) with respect to the Seller’s Real Property (except as set forth in any lease or other agreement between the Seller and the Buyer) or (B) under any mortgage or similar security agreement and any other instrument, liabilities or claims document, agreement encumbering Seller’s Real Property; and (ix) any Liability arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination litigation set forth on Schedule 4.14; (x) any Liability arising out of any Loans hereunder claimed or actual violation by the Seller of the Fair Labor Standards Act of 1938, as amended; (xi) any Liability with respect to accounts payable and trade payables existing at the Closing; and (xii) any other Liens or Liabilities of the Seller that are not Assumed Liabilities. (c) Except as otherwise provided in this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against Agreement (including under Section 2.03(a)(ii) and (iii) and this Section 2.03(c)), the AccountBuyer and the Seller agree that all Liabilities imposed by WARN, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper InstructionsCOBRA, HIPAA, or upon any informationapplicable state statute having a similar effect, order, indenture, stock certificate, power with respect to any former or current employees (including their beneficiaries) of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the sameSeller, shall be conclusively presumed solely the responsibility and Liability of the Seller, and the Buyer shall not assume any responsibility therefore. The Buyer agrees, to have been taken the extent required by law, to provide a WARN notice and COBRA continuation coverage to all former and current employees (including their beneficiaries) of the Seller who terminate coverage under the Seller’s group health plan, if any, whether or omitted in good faithnot such employees become employees of the Buyer and become covered under the Buyer’s group health plan.

Liabilities. (a) The Assets shall be sold and conveyed to Buyer free and clear of all liabilities (absolute or contingent), obligations, liens (including tax, mechanics' and materialmen's liens), pledges, conditional sales agreements, charges, mortgages, security interests, encumbrances and restrictions of any type or amount (collectively, "LIENS") created or suffered by Seller prior to the Closing Date, whether existing now or in the future, other than Permitted Liens (as defined in Section 8.9(c) hereof). (b) As part of the consideration for the above sale, Buyer shall assume, in writing, and agree to pay, perform and discharge Seller's obligations arising or to be performed after midnight local time on the Adjustment Date under the Assumed Contracts (the "ASSUMED LIABILITIES"). Except as provided in Sections 5(f)(i)-(ii) the preceding sentence, Page 4 Buyer is not agreeing to, and Sections 7(b)-(c) hereofshall not, Bank assume any other liability, obligation, undertaking, expense or agreement of Seller of any kind, absolute or contingent, known or unknown, and the execution and performance of this Agreement shall not be render Buyer liable for any costssuch liability, expensesobligation, damagesundertaking, liabilities expense or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, agreement. All of such liabilities and claims arising out obligations shall be referred to herein as the "RETAINED LIABILITIES." Without limiting the generality of the negligenceforegoing, bad faith or willful misconduct of Bank. Bank it is understood and agreed that Buyer is not agreeing to, and shall have no obligation hereunder for: not, assume (i) costsany liability or obligation of Seller to Seller's employees under any existing written or oral agreements with Seller, expensesincluding any such liability or obligation in respect of wages, damagessalaries, bonuses, accrued vacation or sick pay or any other matter other than liabilities and obligations arising following the Closing, or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims liability arising out of any termination by Seller of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination employment of any Loans hereunder employee of the Stations or any liability for any employee benefit plan or arrangement of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against Seller for the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithStations' employees.

Liabilities. Seller has sufficient assets (including without limitation the Retained Assets) apart from the Acquired Assets to satisfy all liabilities of Seller that are not being assumed or paid off by Purchaser pursuant to this Agreement (including without limitation the Retained Liabilities). Seller and Members represent and warrant that the assets of Seller not being sold to Purchaser will be used by Seller and Members to satisfy all liabilities of the Seller that are not being assumed by Purchaser in this Agreement or satisfied by the Payoff Consideration. Except as provided disclosed in Sections 5(f)(i)-(ii) the Financial Statements and Sections 7(b)-(c) hereof, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out as set forth in Section 4.8 of the negligenceDisclosure Schedule, bad faith the Business has no liability or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing servicenature, (including, without limitation, any Depository direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured) that has, or would be reasonably likely to have, a Triparty Institution Material Adverse Effect. The liabilities to be paid by Purchaser as part of the Purchase Price are all of the liabilities of Seller and there are no other liabilities of Seller. Upon Purchaser paying the Purchase Price, by Purchaser waiving the requirements of Virginia’s “Bulk Sales” statute, no party will have any claim against the Acquired Assets or their respective successors or nominees; and (ii) any against Purchaser for failure to perform any obligation due to any matters beyond comply with Virginia’s Bulk Sales statute and Seller and the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of businessMembers, arising hereunder or in connection herewithjointly and severally, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall will indemnify Bank and hold it Purchaser harmless from and against any and all costssuch liability, expensesloss, damages, liabilities cost or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithexpense.

Liabilities. Except as provided expressly assumed by Buyer hereunder, all claims against Seller and all liabilities and other obligations of any nature of Seller attributable to, accrued or incurred in Sections 5(f)(i)-(iiconnection with the Assets or the Business prior to the Closing, including, without limitation, claims or liabilities or other obligations of any nature that may arise (i) under any environmental law, rule or regulation or with respect to any environmental condition existing at any Best Store as of the Closing, (ii) with respect to any Seller employee benefit plans and Sections 7(b)-(cSeller's Employees, including any liabilities or obligations under WARN, (iii) hereofwith respect to Taxes (including, Bank without limitation, Sales Taxes and other Transfer Taxes other than any Transfer Taxes in respect of the transactions contemplated hereby) attributable to, accrued or incurred for all periods up to and including the Closing, and (iv) any trade payables (including, without limitation, occupancy costs) shall remain with Seller and shall not be liable for any costs, expenses, damages, liabilities or claims transferred to Buyer (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank"Unassumed Liabilities"). Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender Seller shall indemnify Bank Buyer and hold it Buyer harmless from and against any and in respect of all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the AccountUnassumed Liabilities, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper InstructionsSeller hereby acknowledges and agrees that any such indemnification obligation, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed if allowed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the sameBankruptcy Court, shall be conclusively presumed treated as an administrative claim, entitled to have been taken priority in Seller's Bankruptcy Case, pursuant to sections 503(b)(1) and 507(a)(1) of the Bankruptcy Code. Such administrative claim shall be paid promptly following allowance of the same by the Bankruptcy Court without the need to wait until confirmation of a chapter 11 plan for Seller or omitted any other event in good faiththe Bankruptcy Case at such time and if authorized by the Bankruptcy Court. Any liabilities incurred by Buyer after the Closing, including those related to the Assets and the Store Closing Sales, shall be liabilities of Buyer.

Liabilities. Except (a) The Assets shall be sold and conveyed to Buyer, or its assigns or subsidiaries as determined by Buyer, free and clear of all liabilities, obligations, liens, security interests and encumbrances whatsoever, except as specifically provided herein. Buyer shall in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall not no event assume or be liable for any costsliability or obligation not specifically assumed pursuant to this Section 3 and in instruments of assumption delivered by it at Closing, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lenderand, except those costsas expressly provided in this Section 3, expensesSeller shall retain responsibility for all liabilities, damageswhether or not accrued and whether or not disclosed that occurred up to the Closing Date. Specifically, liabilities but without limiting the generality of the foregoing sentence, except as provided on Schedule 3(a), Buyer shall not assume any liability or obligation of Seller with respect to (i) malpractice liability and claims any other similar claims, (ii) taxes and related penalties and interest of any kind, (iii) employees or former employees of Seller, including any liability for accrued salaries, wages, payroll taxes, severance pay entitlements, health, medical, retirement, vacation or deferred compensation benefits or any other obligations or expenses arising out of or relating to the negligenceemployment by Seller of their employees or Seller’s termination of such employees, bad faith and (iv) independent contractors or willful misconduct former independent contractors of BankSeller, including any liability for accrued compensation, taxes, severance pay entitlements, deferred compensation benefits or any other obligations or expenses arising out of or relating to the engagement by Seller of its independent contractors or Seller’s termination of such independent contractors. Bank Seller shall have no obligation hereunder forretain and shall assume and discharge all liabilities and costs under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (including liabilities for violations thereof), for all “qualifying events” (as defined in COBRA) occurring with respect to employees and their dependents prior to and on the Closing Effective Date, including qualifying events that occur as a result of the sale of the Assets contemplated by this Agreement. (b) As the sole exceptions to the provisions of Section 3(a) above, Buyer, or its assigns or subsidiaries as determined by Buyer, will assume at Closing the following obligations of Seller: (i) coststo the extent that such obligations are not performed or to be performed prior to the Closing Effective Date the obligations of Seller under the Contracts and Real Property Leases to the extent Initialed (Shareholder): Initialed (Curastat): Initialed (Mastech Healthcare): Initialed (Buyer): such obligations are disclosed in the text of such Contracts and Real Property Leases and accrue subsequent to the Closing Effective Date, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(iiSection 4(d)(5) and Sections 7(b)-(c(6) hereof and ordinary operating expenses incurred by Bank in providing services hereunderlimited to the period subsequent to the Closing Effective Date (collectively, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith“Assumed Liabilities”).

Liabilities. Except IIS will not assume and does not agree to discharge any Liabilities of Seller except for the continuing obligations after the Closing under (i) the Contracts, (ii) the Reseller Contracts, (iii) the Office Leases, (iv) the Subordinated Note and (v) the Hired Employee Vacation Grants, and then only to the extent such Contracts, Reseller Contracts, Office Leases, Subordinated Note or Hired Employee Vacation Grants require or contemplate performance on or after the Closing Date. All other Liabilities will remain the sole responsibility of and shall be retained, paid, performed and discharged by Seller in accordance with the Chapter 128 Creditors' Action, including, but not limited to: (a) any Liability arising out of or relating to products or services sold or provided by Seller to the extent performed, manufactured, or sold, as provided in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereofthe case may be, Bank shall not be liable prior to the Closing Date, including without limitation any Liabilities for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and customer claims arising out of the negligence, bad faith such products or willful misconduct of Bank. Bank shall have no obligation hereunder for: services; (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (iib) any failure Liability under any Contract or Reseller Contract assumed by IIS that arises after the Closing Date to perform any obligation due the extent it arises out of or relates to any matters beyond breach that occurred prior to the control of Bank. In no event shall Bank be liable Closing Date; (c) any Liability for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claimsTaxes, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or (A) any Taxes arising as a result of Seller's operation of its business or ownership of the Purchased Assets prior to the Closing Date including without limitation any action taken withholding amounts and any fines, fees, penalties or omitted costs relating to Seller's Employee Plans, (B) any Taxes that will arise as a result of the sale of the Purchased Assets pursuant to this Agreement, and (C) any deferred Taxes of any nature; (d) any Liability under any contract, agreement or other arrangement not assumed by Bank IIS, including without limitation any Liability arising out of any credit arrangement or debt, including any Liability arising out of any credit arrangement or debt with Shareholder, real or personal property lease, loan, or similar arrangement (including trade payables) or any loan or security agreement relating thereto; (e) any Liability under or pertaining to that certain Rescission Agreement, by and between GNI and Xxxxxxxxx X. Xxxxxxxx ("Xxxxxxxx") doing business as e-Volved Solutions, dated June 11, 2001, including any Liability arising under any of the transaction documents referenced in Section 1.01 thereof; (f) any environmental, health and safety liabilities arising out of or relating to the operation of Seller's business; (g) any Liability under the Seller Employee Plans or relating to payroll, vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Seller's employees or former employees (including any Hired Employees) or both; (h) any Liability under any employment, severance, retention or termination agreement, or any penalties or damages or late-, under- or non-payment of wages or other compensation, with or relating to any employee or former employee (including any Hired Employees) of Seller; (i) any Liability arising out of or relating to any employee grievance whether or not the employees filing or initiating such grievance are hired by IIS; (j) any Liability to indemnify, reimburse or advance amounts to any shareholder, officer, director, employee or agent of Seller; (k) any Liability to distribute to any of Seller's shareholders, creditors or otherwise apply all or any part of the consideration received hereunder; (l) any Liability arising out of any proceeding pending as of the Closing Date; (m) any Liability arising out of any proceeding commenced after the Closing Date to the extent arising out of or relating to any occurrence or event happening prior to the Closing Date; (n) any Liability arising out of or resulting from Seller's compliance or noncompliance with any Legal Requirement or Order of any governmental body, including the Sale Order; (o) any Liability of Seller under this Agreement or any other document executed in connection with operating hereunder the transactions contemplated hereby; (p) any Liability of Seller based upon Seller's acts or enforcing Lender’s rights under omissions occurring prior to or after the applicable MSLAClosing Date; and (q) any cost, other than those costsexpense, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit fees or other instrument reasonably believed by Bankamounts payable in connection with the Chapter 128 Creditors' Action, in good faithincluding any fees or expenses payable to the Receiver or any bonding, to be genuine surety or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithsimilar costs.

Liabilities. Except (a) The Assets shall be sold and conveyed to Buyer free and clear of all liabilities, obligations, liens, security interests and encumbrances whatsoever, other than the Assumed Liabilities (as provided defined below). Buyer shall in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall not no event assume or be liable for any costsliability or obligation of Sellers other than the Assumed Liabilities, expensesand Sellers shall retain responsibility for all other liabilities accrued as of the Closing Date and all other liabilities arising from the Sellers' operations, damageswhether or not accrued and whether or not disclosed. Specifically, liabilities but without limiting the generality of the foregoing sentence and except for the Assumed Liabilities, Buyer shall not assume any liability or claims obligation of Sellers with respect to (i) malpractice liability and any other similar claims, (ii) taxes and related penalties and interest of any kind, (iii) employees or former employees of Sellers, including attorneys’ and accountants’ fees) incurred by Lenderany liability for accrued salaries, except those costswages, expensespayroll taxes, damagesseverance pay entitlements, liabilities and claims health, medical, retirement, vacation or deferred compensation benefits or any other obligations or expenses arising out of or relating to the negligenceemployment by Sellers of their employees or Sellers' termination of such employees and (iv) any other liabilities of Sellers. Sellers shall retain and shall assume and discharge all liabilities and costs under the Consolidated Omnibus Budget Reconciliation Act of 1985, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: as amended (i"COBRA") costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ feesliabilities for violations thereof), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or for all "qualifying events" (as defined in COBRA) occurring with respect to employees and their respective successors or nominees; dependents prior to and (ii) any failure to perform any obligation due to any matters beyond on the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claimsClosing Date, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or qualifying events that occur as a result of any action taken or omitted the sale of the Assets contemplated by Bank in connection with operating hereunder or enforcing Lender’s rights this Agreement. (b) The only liabilities of Sellers to be assumed by Buyer (the "Assumed Liabilities") are (i) the obligations of Sellers under the applicable MSLAContracts and Real Property Lease specifically disclosed to Buyer, other than to the extent that such obligations are not performed or to be performed on or prior to the Closing Date, are disclosed in the text of such Contracts and Real Property Lease and accrue subsequent to the Closing Date, (ii) the obligation of Sellers to pay those costsaccounts payable and accrued expenses of Sellers that are taken into account in determining Working Capital (as defined below), expenses(iii) the vacation and sick leave of Sellers described on Schedule 10(b) accrued by employees of Seller who enter the employment of Buyer following the Closing, damageswhich shall be separately assumed by Buyer and not taken into account in determining Working Capital; provided, liabilities or claims arising out however, that the cost assumed by Buyer relating to Hired Office Employees (as defined below) pursuant to this Subsection and Section 10(b) shall not exceed $11,000 in the aggregate, (iv) the expenses of the negligence, bad faith or willful misconduct Business that accrue after the Closing Date which are not evidenced by obligations under the Contracts and Real Property Lease and (v) any other obligations of Bank. The foregoing indemnity shall be Sellers specifically assumed by Buyer pursuant to a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithseparate written instrument.

Liabilities. Except as On and subject to the terms and conditions of this Agreement, on and after the Date of Closing, Purchaser shall become, and the Company shall remain, responsible and obligated for and timely pay and discharge all of the Liabilities of the Company relating to the Business, including but not limited to: (a) all Liabilities reflected on the face of the Closing Date Balance Sheet; (b) all obligations under the agreements, contracts, indentures, mortgages, instruments, liens, guarantees, leases, subleases, licenses and other similar arrangements of the Company arising on or after the Closing Date (including but not limited to, all obligations under the Administrative Services Agreement described in Section 5.09 hereof); and (c) all Liabilities arising or resulting from or related to the Transferred Projects, including but not limited to completion of such projects and all warranty claims with respect to such projects regardless of whether or not such warranty claims relate to work performed prior to the Closing Date; provided in Sections 5(f)(i)-(ii) however, that neither Purchaser nor the Company shall be responsible or obligated for (and Sections 7(b)-(c) hereof, Bank the Closing Date Balance Sheet shall not be liable for include liabilities for) any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligencefollowing Liabilities, bad faith all of which shall constitute "Seller Liabilities" and shall be the sole responsibility of and shall be paid, performed or willful misconduct of Bank. Bank shall have no obligation hereunder fordischarged by Seller: (i) costswarranty claims relating to the Transferred Projects identified on Schedule 1.03, expenses(ii) claims for personal injury or casualty property damage occurring prior to the Date of Closing, (iii) any liability of Seller or the Company for unpaid Taxes relating to the Business for periods prior to Date of Closing; (iv) any Liability of the Company for the unpaid Taxes of any Person, whether under Treasury Regulation ss.1.502-6 (or any similar provision of the state, local or foreign law) as a transferee or a successor, by contractual obligation or otherwise; (v) Liabilities of the Company arising prior to the Closing Date to the extent that Seller is reimbursed therefor under Seller's insurance policies; (vi) Liabilities of the Company for Indebtedness (including capitalized lease obligations); (vii) any Liability of the Company for income, transfer, sales, use and other taxes arising in connection with the consummation of the transactions contemplated hereby, (viii) the debt to Seller or any of its Affiliates shown as "Intercompany Debt" on the balance sheets for the Business referred to in Section 2.05(a), (ix) any obligation of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, officer, employee, or agent of another entity, (whether such indemnification is for judgments, damages, liabilities penalties, fines, costs, amounts paid in settlement, losses, expenses or claims (including attorneys’ otherwise, and accountants’ feeswhether such indemnification is pursuant to any statute, charter document, bylaw, agreement or otherwise), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (iix) any failure to perform any obligation due to any matters beyond liability of the control of Bank. In no event shall Bank be liable Company for indirect or consequential damages or lost profits or loss of business, arising hereunder or costs and expenses incurred in connection herewithwith this Agreement and the transactions contemplated hereby, even if previously informed (xi) any Liability of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or Company as a result of litigation commenced and pending against the Company upon the Date of Closing; (xii) any action taken Liability or omitted obligation of either Company or the Seller under that certain Stock Purchase Agreement dated November 10, 1998 by Bank in connection with operating hereunder or enforcing Lender’s rights and among the Seller and Compudyne Corporation, provided however, Purchaser shall become, and the Company shall remain, responsible and obligated for and timely pay and discharge all obligations under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out Administrative Services Agreement described in Section 5.09 hereof as provided in subsection 1.03(a) hereof; (xiii) any Liability of the negligence, bad faith Company resulting from projects completed prior to the Closing Date and thereby not constituting Transferred Projects; (xiv) any Liability arising or willful misconduct resulting from ownership of Bank. The foregoing indemnity shall be a continuing subsidiaries; (xv) any Liability or obligation of Lenderthe Company under this Agreement or under any other contractual obligation between Purchaser, its successors and assigns, notwithstanding Seller or the termination of any Loans hereunder Company entered into on or after the date of this Lending Agreement. Bank may charge ; (xvi) any amounts Liability or obligation of the Company to which it is entitled hereunder against Xxxxx X. Xxxx relating to consulting services provided to the Account, Company prior to the Closing Date; and Lender shall be entitled (xvii) any Liabilities with respect to an accounting of all amounts so charged. Actions taken or omitted a Benefit Plan except as otherwise provided in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithSection 4.09(b).

Liabilities. Except as provided in Sections 5(f)(i)-(iiThe term “Current Assets” means accounts receivable plus prepaid programming rights plus prepaid expenses plus other current assets and the term “Current Liabilities” means accounts payable plus accrued expenses (which shall include accrued liabilities and programming rights payable) and Sections 7(b)-(cother current liabilities (which shall include all deferred revenue), in each case as set forth on the balance sheets of the Audited Entities, including any current assets and current liabilities, respectively, assumed or acquired by Buyer, the Transferred Company or any of their respective Subsidiaries under this Agreement, under the Tax Sharing Agreement, under the Separation Agreement and under the Transferred Contracts, subject only to adjustment in accordance with Section 2.04(i) hereofof the Disclosure Letter and calculated on a consolidated basis in accordance with the Accounting Principles; provided, Bank however, that Adjusted Working Capital shall (I) exclude (a) accounts payable for which checks or similar instruments shall have been issued by the Transferred Company or any of its Subsidiaries but not yet cleared and (b) accounts receivable for which checks and drafts shall have been received or deposited for the account of the Transferred Company or any of its Subsidiaries but not yet cleared and (II) include balances between the Transferred Company or its Subsidiaries and the Seller or one of its Subsidiaries that are not settled or otherwise eliminated pursuant to Section 6.06. For the avoidance of doubt, Adjusted Working Capital shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: include (i) costsany assets or liabilities to the extent included in the calculation of Net Debt (including, expensesfor the avoidance of doubt, damages, liabilities or claims (including attorneys’ and accountants’ feesCash), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) deferred purchase payments included as Indebtedness in Net Debt or any failure assets or liabilities in respect of distributions to perform any obligation due minority interest holders, (iii) income tax assets, income tax liabilities or income tax payables, (iv) intercompany balances (x) among the Transferred Company and its Subsidiaries or (y) between the Transferred Company or its Subsidiaries and the Seller or one its Subsidiaries to any matters beyond the control of Bank. In no event shall Bank be liable for indirect extent eliminated pursuant to Section 6.06, (v) current assets or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed current liabilities of the possibility of such damages and regardless Transferred Company (other than the Regional Management Division of the form Transferred Company) or (vi) any other line items that are not included in the definitions of actionCurrent Assets or Current Liabilities. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(iiAn example calculation of Adjusted Working Capital is set forth on Section 2.04(i) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithDisclosure Letter.

Liabilities. Except as provided in Sections 5(f)(i)-(ii(i) The Custodian shall be held harmless by the Transfer Agent and Sections 7(b)-(c) hereof, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted to be taken under this Addendum, except for actions or omissions caused by Bank the Custodian's negligence, willful malfeasance, or bad faith in connection with operating hereunder its obligations and duties under this Addendum. Except as otherwise set forth herein, the Custodian shall not have responsibility with respect to Fund assets. The Custodian shall, for the benefit of the Custodian and the Fund, use the same care with respect to handling of Fund assets in depository accounts as it uses in respect of its own assets similarly held. The Custodian shall not have responsibility with respect to any monies or enforcing Lender’s rights under any wire transfer, checks or other instruments for the applicable MSLApayment of money unless and until actually received or secured by wire transfer by the Custodian. IN NO EVENT WILL THE CUSTODIAN BE LIABLE TO THE TRANSFER AGENT, other than those costsTHE COMPANY OR THE FUND FOR ANY INDIRECT DAMAGES, expensesLOST PROFITS, damagesSPECIAL, liabilities PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH ARISE OUT OF OR IN CONNECTION WITH THE SERVICES CONTEMPLATED HEREIN. (ii) The Custodian shall indemnify, defend and save harmless the Company and the Transfer Agent from and against all loss, liability, claims and demands incurred by the Fund or claims the Transfer Agent arising out of or in connection with the Custodian's negligence, willful malfeasance or bad faith in connection with its obligations and duties under this Addendum. (iii) The Transfer Agent shall indemnify, defend and save harmless the Custodian from and against all loss, liability, claims and demands incurred by the Custodian arising out of or in connection with the Transfer Agent's negligence, willful misconduct malfeasance or bad faith in connection with its obligations and duties under this Addendum. (iv) It is understood and expressly stipulated that neither the shareholders of Bankthe Fund nor the members of the Board of Directors of the Company shall be personally liable hereunder. The foregoing indemnity obligations of the Fund hereunder are not personally binding upon, nor shall resort to the private property of, any of the members of the Board of Directors of the Company, nor of its shareholders, officers, employees or agents, but only the Fund's property shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithbound.

Liabilities. (a) Except as specifically provided for in Sections 5(f)(i)-(ii) this Section 1.3, Buyer shall not assume and Sections 7(b)-(c) hereof, Bank shall not be liable for responsible for, any costsliabilities, expensesdebts or obligations of Seller or of the Business, damagesof any kind or nature whatsoever. Buyer agrees, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lenderas of the Closing Date, except those costs, expenses, damages, to assume only the following liabilities and claims obligations of Seller (collectively, the "Assumed Liabilities"): (i) The continuing obligations incurred on or after the Closing Date under each of the Contracts, provided, however, that Buyer's obligation to assume the Contracts is limited in accordance with Section 12.4 below; (ii) All liabilities and obligations relating to the Assets or the Business incurred on and after the Closing Date; and (iii) One half of the cost of all sales, use, transfer, recording, and similar taxes (other than income taxes) arising out of the negligencesale and transfer of the Assets. (b) The Assumed Liabilities shall not include, bad faith and Buyer shall not assume or willful misconduct be liable for, and does not undertake or attempt to assume or discharge any of Bank. Bank shall have no obligation hereunder for: the following: (i) costsAll current or long term liabilities of Seller relating to the Assets or the Business set forth on the Balance Sheet, expensesincluding (but not by way of limitation) accounts payable, damagesaccrued payroll, liabilities or claims (including attorneys’ customer deposits, lines of credit, bank debit, notes payable, capital leases, and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and amounts due to related parties; (ii) any failure All Current liabilities of Seller relating to perform any obligation the Assets or the Business arising in the ordinary course of business from the Balance Sheet Date through the Closing Date, including (but not by way of limitation) accounts payable, accrued payroll, customer deposits, lines of credit, bank debt, notes payable, capital leases (if any), and amounts due to any matters beyond related parties; (iii) Any income tax liability or obligation of Seller relating to the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed operation of the possibility of such damages Business prior to the Closing Date or arising from, or incident to, the sale, assignment, transfer and regardless delivery of the form of action. Except for Assets, or any costs delinquent sales, payroll or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(iiother delinquent tax obligation; (iv) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunderAny accrued, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claimsbut unpaid employee benefits, including reasonable fees (but not by way of limitation) sick leave, vacation time and expenses any unpaid commissions either due and payable on or prior to the Closing or due and payable upon receipt of counsel, which Bank may sustain accounts receivable to be collected and paid to Seller. (v) Any workers' compensation liabilities with respect to employees of the Business relating to illnesses or incur injuries occurring prior to the Closing Date; (vi) Any liability or which may be asserted against Bank by reason obligation of Seller created under this Agreement or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligencetransactions contemplated hereby, bad faith except as specifically provided in this Agreement; (vii) Any liability or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of LenderSeller arising out of or relating to any pension, its successors and assignsretirement or profit-sharing plan or trust, notwithstanding the termination including (but not by way of limitation) Seller's 401K Plan; and (viii) any Loans hereunder other liabilities or obligations of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed Seller not expressly assumed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithBuyer hereunder.

Liabilities. Except as otherwise specifically provided herein, or as otherwise specifically agreed in Sections 5(f)(i)-(ii) writing by Seller and Sections 7(b)-(c) hereofBuyer, Bank Seller shall not be liable responsible for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities all claims which accrue on or claims before the date of Closing (including attorneys’ and accountants’ feesbut not limited to the Litigation claims set out on Schedule 3.12), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure all contractual obligations which are due and in existence on or before the date of Closing, which relate to perform any obligation due the Assets, the Business and other items transferred to any matters beyond the control of BankBuyer by Seller ("Seller's Liabilities"). In no event Buyer shall Bank assume and be liable for indirect or consequential damages or lost profits or loss (i) all claims which accrue after the date of businessClosing, arising hereunder or and (ii) all contractual obligations which are due and which are in connection herewithexistence after the date of Closing, even if previously informed of which relate to the possibility of such damages Assets, the Business and regardless of the form of action. Except for any costs or expenses incurred other items transferred to Buyer by Bank in performing its obligations pursuant to Sections 5(f)(i)-(iiSeller ("Buyer's Liabilities") and Sections 7(b)-(c) hereof shall execute any and ordinary operating expenses incurred by Bank all documentation necessary to evidence said assumption. Subject to the limitations set out in providing services hereunderSection 10.1, Lender shall Seller and each Stockholder agree to defend, indemnify Bank and hold it harmless Buyer, its officers, shareholders, directors, employees, successors and assigns from and against any and all costslosses, expensesclaims, actions, causes of action, damages, liabilities liabilities, expenses and other costs of any kind or amount whatsoever (including, without limitation, reasonable attorneys' fees) whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, which result from the Seller's Liabilities, whether fixed or contingent, whether known or unknown, including without limitation, the payment of all taxes relating thereto. Buyer agrees to defend, indemnify and hold harmless Seller, its officers, shareholders, directors, employees, successors and assigns from and against all losses, claims, including reasonable fees and expenses actions, causes of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expensesaction, damages, liabilities or claims arising out of the negligenceliabilities, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors expenses and assigns, notwithstanding the termination other costs of any Loans hereunder kind or of this Lending Agreement. Bank may charge any amounts to amount whatsoever (including, without limitation, reasonable attorneys' fees) whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, which it is entitled hereunder against result from the AccountBuyer's Liabilities, and Lender shall be entitled to an accounting whether fixed or contingent, whether known or unknown, including without limitation, the payment of all amounts so chargedtaxes relating thereto. Actions taken or omitted This Section 1.4 shall expressly survive Closing in reliance upon Proper Instructionsaccordance with Section 10. 1.5 PURCHASE PRICE, or upon any informationMETHOD OF PAYMENT, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithADDITIONAL PURCHASE PRICE AND ALLOCATION OF PURCHASE PRICE.

Liabilities. Except as provided in Sections 5(f)(i)-(ii(i) and Sections 7(b)-(c) hereof, Bank The Subcustodian shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted to be taken in carrying out the terms and provision of this Agreement if done without willful malfeasance, bad faith, negligence or reckless disregard of its obligations and duties under this Agreement. Except as otherwise set forth herein, the Subcustodian shall have no responsibility for ascertaining or acting upon any calls, conversions, exchange offers, tenders, interest rate changes or similar matters relating to the Fund Securities (except at the instructions of the Custodian), nor for informing the Custodian with respect thereto, whether or not the Subcustodian has, or is deemed to have, knowledge of the aforesaid. The Subcustodian is under no duty to supervise or to provide investment counseling or advice to the Custodian or the Fund relative to the purchase, sale, retention or other disposition of any Fund Securities held hereunder. The Subcustodian shall for the benefit of the Custodian and the Fund use the same care with respect to receiving, safekeeping, handling and delivery of Fund Securities as it uses in respect of its own securities. (ii) The Subcustodian will indemnify, defend and save harmless the Custodian and the Fund from and against all loss, liability, claims and demands incurred by Bank the Custodian or the Fund arising out of or in connection with operating hereunder the Subcustodian's willful malfeasance, bad faith, negligence or enforcing Lender’s rights reckless disregard of it obligations and duties under this Agreement. (iii) The Custodian agrees to be responsible for and indemnify the applicable MSLASubcustodian and any nominee in whose name the Fund Securities are registered, other than those costsfrom and against all loss, liability, claims and demands incurred by the Subcustodian and the nominee in connection with performance of any activity pursuant to this Agreement, done in good faith and without negligence, including any expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit taxes or other instrument reasonably believed by Bank, charges which the Subcustodian is required to pay in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithconnection therewith.

Liabilities. Except (a) Notwithstanding any other provision herein to the contrary, Purchaser is not assuming and shall have no obligation to pay, perform or discharge any liabilities, debts, accounts payable or other obligations or commitments of Seller or otherwise relating to the Assets or the Business of any kind or nature whatsoever, whether known or unknown, fixed or contingent, arising or accruing prior to the Closing (“Liabilities”), other than the following Liabilities of Seller: (i) Liabilities that arise under the Assumed Contracts, excluding Liabilities arising by reason of any breach or alleged breach by Seller based on events, occurrences or circumstances prior to the Closing Date, regardless of when any such Liabilities are asserted; (ii) Liabilities that arise under the Assumed Projects, excluding Liabilities arising by reason of any breach or alleged breach by Seller based on events, occurrences or circumstances prior to the Closing Date, regardless of when any such liabilities are asserted; and (iii) Remaining open vendor purchase orders and accounts payable for Assumed Projects or which are subcontracted as provided in Sections 5(f)(i)-(iiSection 7.7 as set forth on Schedule 1.3(a)(iii), which shall be updated within seven (7) days following the Closing Date. The Liabilities set forth in clauses (i) and Sections 7(b)-(c(ii) hereofof this Section 1.3(a) are collectively referred to herein as the “Assumed Liabilities.” Any and all Liabilities of Seller, Bank whether or not relating to the Assets or the Business other than the Assumed Liabilities, are referred to herein as the “Excluded Liabilities.” (b) Notwithstanding the foregoing, except for Assumed Liabilities expressly and specifically set forth above, for purposes of amplification and not of limitation Purchaser shall not be liable assume and shall have no obligation to pay or perform any Liabilities of Seller, including but not limited to the following: (i) any tax, fee, cost, expense or charge or other Liability (A) accruing or arising on or prior to the Closing Date, (B) arising before, on or after the Closing Date relating to Seller other than with respect to the Assets and the Business, or (C) arising before, on or after the Closing Date relating to Seller; (ii) any Liabilities for (A) wages, salaries, bonuses, commissions, vacation pay, sick pay, holiday pay, severance or termination pay, (B) employee benefits, including without limitation pension plans, bonus plans, profit-sharing plans, life, health or disability insurance programs, 401(K) plans and retirement plans, (C) FICA, Medicare, FUTA or other payroll taxes, or (D) any costsother liability or obligation pertaining to any present or former stockholder, expensesdirector, damagesofficer, liabilities employee, consultant, independent contractor and other persons or claims entities who provide or have provided services to Seller; (including attorneys’ iii) any Liabilities under any Contract (A) not specifically and accountants’ feesexpressly assumed by Purchaser, (B) incurred not validly and effectively assigned by LenderSeller to Purchaser hereunder, except those costsor (C) to the extent such Liabilities arise out of or related to a breach or default by Seller of or under such Contract; (iv) any Liability under any lease of property, expensesreal or personal, damagesarising or accruing prior to Closing, liabilities and claims unless expressly assumed by Purchaser hereunder; (v) any Liabilities relating to or arising out of the negligenceExcluded Assets; (vi) any Liabilities arising out of or relating to an environmental matter arising out of or relating to facts, bad faith circumstances or willful misconduct conditions existing on or prior to the prior to the Closing Date or otherwise to the extent arising out of Bank. Bank shall have no obligation hereunder for: any actions or omissions of Seller, including without limitation any violation of any environmental law or regulation or any other law or regulation relating to health or safety of employees; (vii) any Liabilities arising under any guarantee, bond, debt, loan or credit agreement, promissory note, mortgage, security agreement, pledge or other similar agreement or instrument or otherwise relating to any financial indebtedness of Seller, the Business or the Assets or any loan by any stockholder, director, officer, employee or agent or any of their Affiliates to Seller; (viii) any Liabilities, whether arising under a loan by or to, or a settlement or Contract or any other arrangement with, any present or former stockholder, director, officer, employee or agent of Seller or any of its Affiliates to Seller; (ix) any Liability of Seller for (i) costsTaxes of Seller (or any stockholder or Affiliate of Seller) or relating to the Business, expenses, damages, liabilities the Assets or claims (including attorneys’ and accountants’ fees), which are sustained the Assumed Liabilities arising or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nomineesaccruing prior to the Closing Date; and (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Section 7.4; or (iii) other Taxes of Seller (or any failure stockholder or Affiliate of Seller) of any kind or description, including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Purchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of law; (x) any Liabilities to perform any obligation due indemnify, reimburse or advance amounts to any matters beyond the control of Bank. In no event shall Bank be liable for indirect Person (including but not limited to any present or consequential damages former stockholder, director, officer, employee or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except agent) for any costs expense, loss, damage, judgment, fine, cost, amount paid in settlement, legal fees or expenses otherwise, whether such indemnity is pursuant to any statute, charter document, bylaws, agreement or otherwise), except for Liabilities for indemnification obligations arising under Article VI; (xi) any Liability incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunderSeller under this Agreement or any Seller Document, Lender shall indemnify Bank and hold it harmless from and against or any and all costs, expenses, damages, liabilities fees and expenses incurred by Seller in connection herewith or claimsthe transactions contemplated hereby, including reasonable without limitation any tax, fee or charge incurred as a result of this Agreement and the transactions contemplated hereby or the fees and expenses of counsel, accountants, investment bankers and advisors, consultants, advisors and other agents and representatives retained by or on behalf of Seller; (xii) any Liabilities in respect of any pending or threatened Legal Proceeding (as defined herein) arising out of, relating to or otherwise in respect of the Assets or the operation of the Business arising or relating to any period of time prior to the Closing Date; (xiii) any Liabilities of the Business relating to or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (A) do not constitute part of the Assets acquired by Purchaser that were issued by customers of the Business to Seller on or before the Closing, (B) did not arise in the ordinary course of business, or (C) are not validly and effectively assigned to Purchaser pursuant to this Agreement; (xiv) any product or service Liability or similar claim for injury to a Person or property or other loss or expense which Bank may sustain arises out of or incur is based upon any express or which may be asserted against Bank implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or as malfunctioning of a result product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any action taken products at any time manufactured or omitted sold, or of any services performed, by Bank Seller, and any recall, design defect or similar claims related to any products manufactured or sold or any services performed by Seller; (xv) any Liabilities arising out of, in respect of or in connection with operating hereunder the failure by Seller or enforcing Lender’s rights under any of its Affiliates to comply with any Legal Requirement (as defined herein) or Order (as defined herein); and (xvi) any Liability of Seller or related to the applicable MSLABusiness or the Assets, other than those costsfixed, expensescontingent or otherwise, damageswhenever accrued, liabilities whether or claims not arising in the ordinary course of business, including without limitation relating to or arising out of services rendered by Seller, or the negligence, bad faith or willful misconduct conduct of Bank. The foregoing indemnity the Business prior to the Closing. (c) Seller hereby agrees that Seller is retaining and shall be a continuing obligation of Lender, its successors liable and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Accountresponsible for, and Lender shall be entitled Seller agrees to an accounting timely and properly pay, perform and discharge in full, all of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithExcluded Liabilities.

Liabilities. Except as provided (a) Upon the terms and subject to the conditions of this Agreement, immediately on the Closing Date Seller agrees to assign and transfer to Buyer and Buyer agrees to assume the following Liabilities of Seller relating to the Business (the “Assumed Liabilities”), but excluding the Excluded Liabilities: (i) All accrued expenses and other current Liabilities of Seller, including all accounts payable; and (ii) Operational liabilities and expenses of the Business accruing subsequent to the Closing Date which relate solely to the Business. (b) Notwithstanding anything in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereofthis Agreement to the contrary, Bank Buyer shall not assume or be liable for deemed to have assumed, and shall have no liability or obligation with respect to, any costsLiabilities other than the Liabilities expressly assumed pursuant to Section 2.3(a), including but not limited to the following liabilities (collectively, the “Excluded Liabilities”): (i) all Liabilities with respect to any employee, independent contractor, former employee or former independent contractor of Seller in relation to the period prior to Closing and in connection with the termination of service in connection with the consummation of the transactions contemplated by this Agreement, including without limitation those arising from or relating to his or her employment or independent contractor relationship with Seller or the termination thereof, including without limitation any expenses, damages, liabilities or costs relating to any claims (including attorneys’ and accountants’ fees) incurred by Lenderliabilities for the payment of severance benefits, except those costsbonuses, expensessupplemental unemployment benefits, damagesmedical, other health benefits, life insurance plans, pension plans, retiree benefits, workers compensation claims and liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of with respect to any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and Plan; (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect all Liabilities, whether known or consequential damages or lost profits or loss of businessunknown, arising hereunder out of, resulting from or in connection herewithrelating to the Excluded Assets; (iii) Taxes payable by the Business, even if previously informed Seller or any of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunderAffiliates, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out operation of the negligence, bad faith Business at or willful misconduct prior to the Closing Date; (iv) all Liabilities for which Seller expressly has responsibility as a result of Bank. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructionsexecution of, or upon pursuant to the terms of, this Agreement; and (v) all Liabilities of Seller or any informationof its Affiliates arising prior to or after the Closing Date to the extent such Liabilities are not related to, orderor do not arise out of, indenture, stock certificate, power the operation of attorney, assignment, affidavit the Business or other instrument reasonably believed by Bank, in good faith, to be genuine the ownership or bearing use of the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithPurchased Assets.

Liabilities. Except as provided in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out The Holder of the negligenceOriginator's Interest shall indemnify and hold harmless the Trust and the Trustee, bad faith its officer, directors, employees and agents from and against any reasonable loss, liability, expense, damage or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities injury suffered or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action acts, omissions or inaction alleged acts or omissions arising out of or based upon the arrangement created by this Agreement or any pricing serviceSubsequent Transfer Agreement, any Depository as though this Agreement or such Subsequent Transfer Agreement created a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond partnership under the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder or New York Uniform Partnership Law in connection herewith, even if previously informed which the Holder of the possibility of such damages and regardless Originator's Interest is the general partner; provided, however, that the Holder of the form Originator's Interest shall not indemnify the Trustee if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by the Trustee; provided, further, that the Holder of action. Except the Originator's Interest shall not indemnify the Trust or the Owners of the Class A Certificates for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Owners of the Class A Certificates; provided, further, that the Holder of the Originator's Interest shall not indemnify the Trust or the owners of the Class A Certificates as to any losses, claims or damages incurred by Bank any of them in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses their capacities as investors, including, without limitation, losses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of Liquidated Mortgage Loans; and provided, further, that the Holder of the Originator's Interest shall not indemnify the Trust or the Owner of the Class A Certificates for any action taken liabilities, costs or omitted expenses of the Trust, the Trustee or the Owners of the Class A Certificates arising under any tax law relating to any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by Bank income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust or the Owners of the Class A Certificates in connection with operating hereunder or enforcing Lender’s rights under herewith to any taxing authority. Any such indemnification shall not be payable from the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of BankTrust Fund. The foregoing provisions of this indemnity shall run directly to and be a continuing obligation of Lender, its successors and assigns, notwithstanding enforceable by an injured party subject to the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithlimitations hereof.

Liabilities. Except 11.1 Notwithstanding any other provisions in this Agreement, nothing in this Agreement shall exclude or limit either Party’s liability for the following: 11.1.1 death or personal injury resulting from negligence; 11.1.2 fraud or statements made fraudulently; 11.1.3 any other acts or omissions for which the governing law prohibits the exclusion or limitation of liability. 11.2 Save as provided in Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereofClause 10.1, Bank shall UOL will not be liable for any costsloss of profit, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action or inaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) any failure to perform any obligation due to any matters beyond the control of Bank. In no event shall Bank be liable for indirect or consequential damages or lost profits or loss of business, arising hereunder loss of goodwill, loss of savings, claims by third parties, loss of anticipated savings, indirect loss or in connection herewith, consequential loss whatsoever and howsoever caused (even if previously informed caused by UOL’s negligence and/or breach of contract and even if UOL were advised that such loss would probably result). 11.3 Subject to Clause 10.1, UOL’s total liability for any claims, losses, damages or expenses whatsoever and howsoever caused (even if caused by UOL’s negligence and/or breach of contract) shall be limited to a maximum sum equal to the total Fees payable by the Client to UOL under the Agreement, or £10,000, whichever is the greater. 11.4 Whilst UOL will use reasonable endeavours to ensure the accuracy of the possibility of such damages work performed and regardless of the form of action. Except any information and results given, UOL makes no warranty, express or implied, as to accuracy and, subject to Clause 10.1 will not be held responsible for any costs or expenses incurred by Bank in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of any action taken or omitted by Bank in connection with operating hereunder or enforcing Lender’s rights under the applicable MSLA, other than those costs, expenses, damages, liabilities or claims consequence arising out of any inaccuracies or omissions unless such inaccuracies or omissions are the result of UOL’s negligence. 11.5 The Client acknowledges that the nature of the Services is research based and the application of any results of the Services will not be thoroughly tested. Accordingly, bad faith subject to Clause 10.1, UOL will not be liable for any claims, losses, damages or willful misconduct expenses whatsoever and howsoever caused arising out of Bank. The foregoing indemnity shall any product or process that may be a continuing obligation of Lender, its successors and assignsproduced or adopted by the Client or any other party, notwithstanding that the termination formulation of any Loans hereunder such product or of this Lending Agreement. Bank process may charge any amounts to which it is entitled hereunder against be based upon or derive from the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithServices.

Liabilities. Except as provided in Sections 5(f)(i)-(ii) The Seller shall indemnify and Sections 7(b)-(c) hereofhold harmless the Trust and the Trustee, Bank shall not be liable for its officers, directors, employees and agents from and against any costsloss, expensesliability, damagesexpense, liabilities damage or claims (including attorneys’ and accountants’ fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out of the negligence, bad faith injury suffered or willful misconduct of Bank. Bank shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees), which are sustained or incurred by Lender by reason of any action acts, omissions or inaction alleged acts or omissions or otherwise arising out of or based upon the arrangement created by this Agreement or any pricing serviceSupplement as though this Agreement or such Supplement created a general partnership under the Delaware Uniform Partnership Law in which the Sellers are general partners; provided, any Depository however, that the Sellers shall not indemnify the Trustee if such acts, omissions or a Triparty Institution alleged acts or their respective successors omissions constitute or nomineesare caused by fraud, negligence, or willful misconduct by the Trustee; and (ii) any failure provided further, without limiting the claims of third parties pursuant 2 to perform any obligation due to any matters beyond the control of Bank. In no event last sentence hereof, that the Sellers shall Bank be liable for indirect not indemnify the Trust, the Investor Certificateholders or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except Certificate Owners for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided further, that the Sellers shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners as to any losses, claims or damages incurred by Bank any of them in performing its obligations pursuant to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof and ordinary operating expenses their capacities as investors, including, without limitation, losses incurred by Bank in providing services hereunder, Lender shall indemnify Bank and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of Defaulted Receivables; and provided further, that the Sellers shall not indemnify the Investor Certificateholders or the Certificate Owners for any action taken liabilities, costs or omitted expenses of the Investor Certificateholders or the Certificate Owners arising under any tax law relating to any Federal state, local or foreign income or franchise taxes or any other tax imposed on or measured by Bank income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by or for the account of the Investor Certificateholders or the Certificate Owners in connection with operating hereunder or enforcing Lender’s rights under herewith to any taxing authority. Any such indemnification shall not be payable from the applicable MSLA, other than those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of BankTrust Assets. The foregoing provisions of this indemnity shall run directly to and be a continuing obligation of Lender, its successors and assigns, notwithstanding enforceable by an injured party subject to the termination of any Loans hereunder or of this Lending Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faithlimitations hereof.