Common use of Liability and Indemnification Clause in Contracts

Liability and Indemnification. Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreement.

Liability and Indemnification. Each Party (a) To the “Indemnifying Party”) agreesmaximum extent permitted by applicable law, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The each Indemnified Party shall not be liable to the Indemnifying Company or any other party who has an interest in the Company for any act or omission that was suffered or taken by such Indemnified Party in connection good faith and that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with the Indemnified Party’s performance respect to any criminal action or execution hereof except as a result of proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party’s conduct was unlawful. (b) To the maximum extent permitted by applicable law and subject to the other limits set forth in this Section 16, each Indemnified Party shall be fully protected and indemnified by the Company out of Company assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or, if approved by the Member, settlement of litigation, and legal fees and expenses reasonably incurred in connection with any pending or threatened litigation or proceeding) suffered by virtue of serving as an Indemnified Party with respect to any action or omission suffered or taken in good faith that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, bad faith, willful misconduct or reckless disregard willful violation of its dutieslaw, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party’s conduct was unlawful. No compromise The Company may (and in the case of the Member as an Indemnified Party, will) advance expenses, including legal fees, for which any Indemnified Party would be entitled by this Agreement to be indemnified upon receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is ultimately determined by a court or settlement other tribunal of proper jurisdiction that indemnification for such expenses is not permitted by law or authorized by this Agreement. (c) For all purposes of this Agreement, actions or omissions taken or suffered by the Indemnifying Party Member regarding any matter which this Agreement provides is in the discretion or sole discretion of any action or proceeding related to the transaction contemplated hereby Member shall be effective unless it also contains an unconditional release of the Indemnified Party except conclusively deemed not to the extent related to the constitute fraud, gross negligence, bad faith, willful misconduct or reckless disregard willful violation of its duties law. Each Indemnified Party may consult with reputable outside legal counsel selected by the Company, and any action or omission taken or suffered in good faith in reliance and accordance with the opinion or advice of such counsel shall be conclusive evidence that such action or omission (i) did not materially violate this Agreement, (ii) did not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe his conduct was unlawful. (d) None of the provisions of this Section 16 shall be deemed to create or grant any rights in favor of Indemnified PartyParties that cannot be discharged out of the assets of the Company or in favor of anyone other than Indemnified Parties and the other parties listed in the first sentence of Section 16(e); this provision excludes, among others, any right of subrogation in favor of any insurer or surety. Notwithstanding anything to the contrary herein, the indemnification obligations The rights granted under this paragraph Section 16 shall survive the termination termination, dissolution and winding up of this Agreementthe Company.

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys' fees relating to arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not to place in connection with its tariffs or contracts such limitations of liability, and the Indemnified Party’s performance or execution hereof except other Party incurs a loss as a result of thereof, such Indemnified Party’s gross negligenceParty shall, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent caused by the other Party's negligence or willful misconduct, indemnify and reimburse the other Party for that portion of the loss that would have been F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. In connection with this limitation of liability, each Party recognizes that the other Party may, from time to time, provide advice, make recommendations, or supply other analyses related to the gross negligenceServices, bad faithor facilities described in this Agreement, willful misconduct or reckless disregard and, while each Party shall use diligent efforts in this regard, the Parties acknowledge and agree that this limitation of its duties liability shall apply to provision of such advice, recommendations, and analyses. G. Neither Party assumes liability for the accuracy of the Indemnified data provided to it by the other Party. Notwithstanding anything . H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstances covered by such specific provision, the liability or limitation of liability contained in such specific provision shall apply. I. Except to the contrary hereinextent caused by the indemnified Party's gross negligence or willful misconduct, the indemnification obligations Party providing services hereunder, its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or damage arising from the receiving Party's use of the services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification oblgi ations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys'fees relating toarising fromany cause whatsoever, whether based in contract negligence orother tort, strict liabilityor otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximumextent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating toor arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not toplace in connection with the Indemnified Party’s performance its tariffs or execution hereof except contracts such limitations of liability, andthe other Party incurs a loss as a result thereof, such Party F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of such Indemnified Party’s gross negligenceequipment or software, bad faithor the loss of use of software or equipment, willful misconduct or reckless disregard accessories attached thereto, delay, error, or loss of its dutiesdata. No compromise In connection with this limitation of liability, each Party recognizes that the other Party may, from time to time, provide advice, make recommendations, or settlement by the Indemnifying Party of any action or proceeding supply other analyses related to the transaction contemplated hereby Services, or facilities described in this Agreement, and, while each Party shall be effective unless it also contains an unconditional release use diligent efforts in this regard, the Partiesacknowledge and agree that thislimitation of liability shall apply toprovision of such advice, recommendations, and analyses. G. Neither Party assumes liability for the accuracy of the Indemnified data provided to it by the other Party. H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party except different fromor in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstancescovered by such specific provision, the liability or limitation of liability contained in suchspecific provision shall apply. I. Except to the extent related to caused by the indemnifei d Party's gross negligencenegligenceor willful misconduct, bad faiththe Party providing services hereunder,its Affiliates and itsparent company,shall be indemnfiied, willful misconduct defended and held harmless by the Party receiving services hereunder against any claim, loss or reckless disregard of its duties damage arising from the receiving Party's use of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising fromsuch company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TOTHECONTRARY IN THIS AGREEMENT, NEITHER PARTYMAKES ANYREPRESENTATIONSORWARRANTIES TOTHEOTHERPARTYCONCERNING THE SPECIFICQUALITYOF ANY SERVICES, OR FACILITIES PROVIDEDUNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANYWARRANTYORGUARANTEEOF MERCHANTABILITYOR FITNESS FORA PARTICULARPURPOSE, ARISINGFROMCOURSEOF PERFORMANCE, COURSEOF DEALING, OR FROMUSAGESOF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, faith or willful misconduct or reckless disregard of its dutiesmisconduct. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, faith or willful misconduct or reckless disregard of its dutiesmisconduct. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, faith or willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreement.

Liability and Indemnification. Each Party A. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THIS SECTION XVI, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY (the “Indemnifying Party”) agreesINCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, at its expenseLOST REVENUES, to defendLOST SAVINGS, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event OR LOST PROFITS SUFFERED BY THE B. Neither party shall either Party be liable to the other Party party for any specialact or omission of any other telecommunications company providing a portion of a service under this Agreement. C. Neither party shall be liable for damages to the other party’s terminal location, consequential Point of Interface (POI) or punitive damages customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, except to the extent caused by a party’s gross negligence, willful or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any action, claim, loss, judgment, injury, liability, expense or damage (collectively “Loss”) arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) claims for libel, slander, invasion of privacy, or related infringement of copyright arising from the other party’s own communications; 2) claims for patent infringement arising from combining or using the service furnished by one party in connection with facilities or equipment furnished by the other party or the other party’s customer; 3) any claim, loss, or damage claimed by a customer of a party arising from services provided by the other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. The Indemnified Party Each party’s liability to the other for any Loss, including reasonable attorney’s fees relating to or arising out of any negligent act or omission in its performance of this Agreement whether in contract or in tort, shall be limited to a credit for the actual cost of the services or functions not performed or improperly performed. E. A party may, in its sole discretion, provide in its tariffs and contracts with its customers and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance customer or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct third party for (i) any Loss relating to or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination arising out of this Agreement., whether in contract, tort or otherwise, that exceeds the amount such party would have charged that applicable person for the service, product or function that gave rise to such Loss and (ii)

Liability and Indemnification. Each Party party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Partyparty, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereofmaterial breach of this Agreement (which shall include any failure to make payments of the Advisory Fee), except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party party be liable to the other Party party for any special, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreement.

Liability and Indemnification. Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event A. Neither party shall either Party be liable to the other Party under this Agreement for any specialindirect, incidental, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party special damages, including without limitation, lost profits, regardless of the form of action. B. Neither party shall not be liable to the Indemnifying Party other for any act or omission of any other telecommunications company providing a portion of a service, nor shall either party hold liable any other telecommunications company providing a portion of a service for any act or omission of BellSouth or Carrier. C. Neither party is liable for damages to the other party’s terminal location, POI nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a party’s gross or willful negligence or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any claim, loss or damage arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from the other party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either party in connection with the Indemnified Partyfacilities or equipment furnished by either party or either party’s performance customer; 3) any claim, loss, or execution hereof except as damage claimed by a result customer of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement either party arising from services provided by the Indemnifying Party other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. E. Neither party assumes liability for the accuracy of the data provided to it by the other party. F. Neither party guarantees or makes any action warranty with respect to its services when used in an explosive atmosphere. G. No license under patents (other than the limited license to use) is granted by either party or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release implied or arise by estoppel, with respect to any service offered pursuant to this Agreement. H. Each party’s failure to provide or maintain services offered pursuant to this Agreement shall be excused by labor difficulties, governmental orders, civil commotion, criminal actions taken against them, acts of God and other circumstances beyond their reasonable control. I. The obligations of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under parties contained within this paragraph section shall survive the termination expiration of this Agreement.

Liability and Indemnification. Each Party (a) To the “Indemnifying Party”) agreesmaximum extent permitted by applicable law, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The each Indemnified Party shall not be liable to the Indemnifying Company or any other party who has an interest in the Company for any act or omission that was suffered or taken by such Indemnified Party in connection good faith and that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with the Indemnified Party’s performance respect to any criminal action or execution hereof except as a result of proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party’s conduct was unlawful. (b) To the maximum extent permitted by applicable law and subject to the other limits set forth in this Section 16, each Indemnified Party shall be fully protected and indemnified by the Company out of Company assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or, if approved by the Member, settlement of litigation, and legal fees and expenses reasonably incurred in connection with any pending or threatened litigation or proceeding) suffered by virtue of serving as an Indemnified Party with respect to any action or omission suffered or taken in good faith that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, bad faith, willful misconduct or reckless disregard willful violation of its dutieslaw, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party’s conduct was unlawful. No compromise The Company may (and in the case of the Managing Member as an Indemnified Party, will) advance expenses, including legal fees, for which any Indemnified Party would be entitled by this Agreement to be indemnified upon receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is ultimately determined by a court or settlement other tribunal of proper jurisdiction that indemnification for such expenses is not permitted by law or authorized by this Agreement. (c) For all purposes of this Agreement, actions or omissions taken or suffered by the Indemnifying Party Managing Member regarding any matter which this Agreement provides is in the discretion or sole discretion of any action or proceeding related to the transaction contemplated hereby Managing Member shall be effective unless it also contains an unconditional release of the Indemnified Party except conclusively deemed not to the extent related to the constitute fraud, gross negligence, bad faith, willful misconduct or reckless disregard willful violation of its duties law. Each Indemnified Party may consult with reputable outside legal counsel selected by the Company, and any action or omission taken or suffered in good faith in reliance and accordance with the opinion or advice of such counsel shall be conclusive evidence that such action or omission (i) did not materially violate this Agreement, (ii) did not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe his conduct was unlawful. (d) None of the provisions of this Section 16 shall be deemed to create or grant any rights in favor of Indemnified PartyParties that cannot be discharged out of the assets of the Company or in favor of anyone other than Indemnified Parties and the other parties listed in the first sentence of Section 16(e); this provision excludes, among others, any right of subrogation in favor of any insurer or surety. Notwithstanding anything to the contrary herein, the indemnification obligations The rights granted under this paragraph Section 16 shall survive the termination termination, dissolution and winding up of this Agreementthe Company.

Liability and Indemnification. 13.1 As among the Parties hereto, Producer and any of its designees shall be in custody, control and possession of the Gas hereunder, including, without limitation, any portion thereof which accumulates as liquids, until that Gas is delivered to the Receipt Point(s) and after any portion of the Gas is redelivered to Producer or for Producer’s account at a Redelivery Point. 13.2 As among the Parties hereto, MarkWest and any of its designees shall be in custody, control and possession of (i) the Gas hereunder, including, without limitation, any portion thereof which accumulates as liquids, from the delivery of that Gas at the Receipt Point(s) until the Gas is redelivered to Producer at a Redelivery Point and (ii) the Plant Products and the Fractionated Products to the extent set forth in the NGL Exchange Agreement. 13.3 Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify hereby covenants and hold agrees with the other Party, and its affiliatesAffiliates, officers, and each of their directors, officers and employees and agents (collectively, the “Indemnified Parties”), that except to the extent caused by an Indemnified Party’s gross negligence or willful conduct, the Indemnifying Party shall protect, defend, indemnify and hold harmless from the Indemnified Parties from, against and in respect of any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses Losses incurred by the Indemnified Parties to the extent those Losses (including, without limitation, reasonable attorneys’ fees and expensesi) arising arise from claims brought by virtue of, in connection with, or related to, any of the Indemnifying Party’s performance hereunder employees, its contractors or execution hereofsubcontractors, except as such claimsor their employees for Losses due to bodily injury, losses death, or damages may result damage to property or (ii) are not covered by clause (i) and arise from or are related to: (a) the Indemnified Indemnifying Party’s gross negligence, bad faith, willful misconduct facilities and the ownership or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential operation thereof; or punitive damages arising under or related to this Agreement. The Indemnified Party shall not be liable to (b) the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release possession and control of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this AgreementGas and Plant Products.

Liability and Indemnification. Each Party (a) To the “Indemnifying Party”) agreesmaximum extent permitted by applicable law, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The each Indemnified Party shall not be liable to the Indemnifying Company or any other party who has an interest in the Company for any act or omission that was suffered or taken by such Indemnified Party in good faith and that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party's conduct was unlawful. (b) To the maximum extent permitted by applicable law and subject to the other limits set forth in this Section 16, each Indemnified Party shall be fully protected and indemnified by the Company out of Company assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or, if approved by the Member, settlement of litigation, and legal fees and expenses reasonably incurred in connection with the any pending or threatened litigation or proceeding) suffered by virtue of serving as an Indemnified Party with respect to any action or omission suffered or taken in good faith that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party’s performance 's conduct was unlawful. The Company may (and in the case of the Member as an Indemnified Party, will) advance expenses, including legal fees, for which any Indemnified Party would be entitled by this Agreement to be indemnified upon receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is ultimately determined by a court or execution hereof except as a result other tribunal of proper jurisdiction that indemnification for such expenses is not permitted by law or authorized by this Agreement. (c) For all purposes of this Agreement, actions or omissions taken or suffered by the Member regarding any matter which this Agreement provides is in the discretion or sole discretion of the Member shall be conclusively deemed not to constitute fraud, gross negligence, willful misconduct or willful violation of law. Each Indemnified Party may consult with reputable outside legal counsel selected by the Company, and any action or omission taken or suffered in good faith in reliance and accordance with the opinion or advice of such counsel shall be conclusive evidence that such action or omission (i) did not materially violate this Agreement, (ii) did not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe his conduct was unlawful. (d) None of the provisions of this Section 16 shall be deemed to create or grant any rights in favor of Indemnified Parties that cannot be discharged out of the assets of the Company or in favor of anyone other than Indemnified Parties and the other parties listed in the first sentence of Section 16(e); this provision excludes, among others, any right of subrogation in favor of any insurer or surety. The rights granted under this Section 16 shall survive the termination, dissolution and winding up of the Company. (e) The term "Indemnified Party" means the Member and each Officer. The rights of each Indemnified Party under this Section 16 shall inure to the benefit of the successors, assigns, heirs and personal representatives of such Indemnified Party’s gross negligence. However, bad faithit is expressly understood and agreed that no party who is an Officer shall have any right of exculpation, willful misconduct indemnification or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of otherwise under this Section 16 with respect to any action or proceeding related omission taken or suffered by such party at any time after such party ceases to be an Officer (whether the transaction contemplated hereby shall action resulting in such party ceasing to be effective unless it also contains an unconditional release Officer is voluntary, involuntary or otherwise), or in respect of any controversy relating in any respect to such party's ceasing to be an Officer, or in respect of any claim or cause of action against the Company (other than in connection with enforcing such party's rights against the Company under this Section 16), the Member or any affiliate of the Indemnified Party except to the extent related to the gross negligenceMember, bad faith, willful misconduct or reckless disregard of its duties any of the Indemnified Party. Notwithstanding anything to members, partners, stockholders, directors, managers, officers, employees, agents or other representatives of any of the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreementforegoing.

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification oblgi ations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys'fees relating toarising fromany cause whatsoever, whether based in contract negligence orother tort, strict liabilityor otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximumextent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating toor arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not toplace in connection with the Indemnified Party’s performance its tariffs or execution hereof except contracts such limitations of liability, andthe other Party incurs a loss as a result of thereof, such Indemnified Party’s gross negligenceParty shall, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement except tothe extent caused by the Indemnifying other Party'snegligence or willful misconduct,indemnify and F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of any action equipment or proceeding software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. In connection with this limitation of liability, each Party recognizes that the other Party may, from time to time, provide advice, make recommendations, or supply other analyses related to the transaction contemplated hereby Services, or facilities described in this Agreement, and, while each Party shall be effective unless it also contains an unconditional release use diligent efforts in this regard, the Partiesacknowledge and agree that thislimitation of liability shall apply toprovision of such advice, recommendations, and analyses. G. Neither Party assumes liability for the accuracy of the Indemnified data provided to it by the other Party. H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party except different fromor in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstancescovered by such specific provision, the liability or limitation of liability contained in suchspecific provision shall apply. I. Except to the extent related to caused by the indemnifei d Party's gross negligencenegligenceor willful misconduct, bad faiththe Party providing services hereunder,its Affiliates and itsparent company,shall be indemnfiied, willful misconduct defended and held harmless by the Party receiving services hereunder against any claim, loss or reckless disregard of its duties damage arising from the receiving Party's use of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising fromsuch company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TOTHECONTRARY IN THIS AGREEMENT, NEITHER PARTYMAKES ANYREPRESENTATIONSORWARRANTIES TOTHEOTHERPARTYCONCERNING THE SPECIFICQUALITYOF ANY SERVICES, OR FACILITIES PROVIDEDUNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANYWARRANTYORGUARANTEEOF MERCHANTABILITYOR FITNESS FORA PARTICULARPURPOSE, ARISINGFROMCOURSEOF PERFORMANCE, COURSEOF DEALING, OR FROMUSAGESOF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each A. In the event that Carrier consists of two (2) or more separate entities as set forth in this Agreement and/or any Amendment hereto, all such entities shall be jointly and severally liable for the obligations of Carrier under this Agreement. B. Neither Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s negligence or willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss claim, injury, liability or expense including reasonable attorneys' fees relating to or arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by applicable law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not to place in its tariffs or contracts such limitations of liability, and the other Party incurs F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. This limitation of liability applies regardless of whether the Parties knew of the possibility that such damages could result. In connection with this limitation of liability, each Party recognizes that the Indemnified Party’s performance other Party may, from time to time, provide advice, make recommendations, or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding supply other analyses related to the transaction contemplated hereby Services, or facilities described in this Agreement, and, while each Party shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary hereinuse diligent efforts in this regard, the indemnification obligations under Parties acknowledge and agree that this paragraph limitation of liability shall survive the termination apply to provision of this Agreementsuch advice, recommendations, and analyses.

Liability and Indemnification. Each A. In the event that Carrier consists of two (2) or more separate entities as set forth in this Agreement and/or any Amendment hereto, all such entities shall be jointly and severally liable for the obligations of Carrier under this Agreement. B. Neither Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s negligence or willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss claim, injury, liability or expense including reasonable attorneys' fees relating to or arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by applicable law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not to place in connection with its tariffs or contracts such limitations of liability, and the Indemnified Party’s performance or execution hereof except other Party incurs a loss as a result of thereof, such Indemnified Party’s gross negligenceParty shall, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent caused by the other Party's negligence or willful misconduct, indemnify and reimburse the other Party for that portion of the loss that would have been limited had the first Party included in its tariffs and contracts the limitations of liability that such other Party included in its own tariffs at the time of such loss. F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. This limitation of liability applies regardless of whether the Parties knew of the possibility that such damages could result. In connection with this limitation of liability, each Party recognizes that the other Party may, from time to time, provide advice, make recommendations, or supply other analyses related to the gross negligenceServices, bad faithor facilities described in this Agreement, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary hereinand, while each Party shall use diligent efforts in this regard, the indemnification obligations under Parties acknowledge and agree that this paragraph limitation of liability shall survive the termination apply to provision of this Agreementsuch advice, recommendations, and analyses.

Liability and Indemnification. Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event A. Neither party shall either Party be liable to the other Party under this Agreement for any specialindirect, incidental, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party special damages, including without limitation, lost profits, regardless of the form of action. B. Neither party shall not be liable to the Indemnifying Party other for any act or omission of any other telecommunications company providing a portion of a service, nor shall either party hold liable any other telecommunications company providing a portion of a service for any act or omission of BellSouth or Carrier. C. Neither party is liable for damages to the other party’s terminal location, POI nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a party’s gross or willful negligence or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any claim, loss or damage arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from the other party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either party in connection with the Indemnified Partyfacilities or equipment furnished by either party or either party’s performance customer; 3) any claim, loss, or execution hereof except as damage claimed by a result customer of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement either party arising from services provided by the Indemnifying Party other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. E. Neither party assumes liability for the accuracy of the data provided to it by the other party. F. Neither party guarantees or makes any action warranty with respect to its services when used in an explosive atmosphere. G. No license under patents (other than the limited license to use) is granted by either party or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release implied or arise by estoppel, with respect to any service offered pursuant to this Agreement.‌ H. Each party’s failure to provide or maintain services offered pursuant to this Agreement shall be excused by labor difficulties, governmental orders, civil commotion, criminal actions taken against them, acts of God and other circumstances beyond their reasonable control. I. The obligations of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under parties contained within this paragraph section shall survive the termination expiration of this Agreement.

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys' fees relating to arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party in would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. In connection with this limitation of liability, each Party recognizes that the Indemnified Party’s performance other Party may, from time to time, provide advice, make recommendations, or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding supply other analyses related to the transaction contemplated hereby Services, or facilities described in this Agreement, and, while each Party shall be effective unless it also contains an unconditional release use diligent efforts in this regard, the Parties acknowledge and agree that this limitation of liability shall apply to provision of such advice, recommendations, and analyses. G. Neither Party assumes liability for the accuracy of the Indemnified data provided to it by the other Party. H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party except different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstances covered by such specific provision, the liability or limitation of liability contained in such specific provision shall apply. I. Except to the extent related to caused by the indemnified Party's gross negligencenegligence or willful misconduct, bad faiththe Party providing services hereunder, willful misconduct its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or reckless disregard of its duties damage arising from the receiving Party's use of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each Party A. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THIS SECTION XVI, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY (the “Indemnifying Party”) agreesINCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, at its expenseLOST REVENUES, to defendLOST SAVINGS, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”OR LOST PROFITS SUFFERED BY THE OTHER PARTY), harmless from any and all claimsREGARDLESS OF THE FORM OF ACTION, demandsWHETHER IN CONTRACT, damagesWARRANTY, costsSTRICT LIABILITY, expensesOR TORT, suitsINCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT. B. Neither party shall either Party be liable to the other Party for any specialact or omission of any other telecommunications company providing a portion of a service under this Agreement, consequential nor shall either party hold liable any other telecommunications C. Neither party is liable for damages to the other party’s terminal location, Point of Interface (POI) nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a party’s gross or punitive damages willful negligence or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any claim, loss or damage arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or related infringement of copyright arising from the other party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either party in connection with facilities or equipment furnished by either party or either party’s customer; 3) any claim, loss, or damage claimed by a customer of either party arising from services provided by the other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. The Indemnified Each Party’s liability to the other for any loss, cost, claim, injury or liability or expense, including reasonable attorney’s fees relating to or arising out of any negligent act or omission in its performance of this Agreement whether in contract or in tort, shall be limited to a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to the Indemnifying Customer or third Party in connection with the Indemnified Party’s performance for (i) any Loss relating to or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination arising out of this Agreement., whether in contract, tort or otherwise, that exceeds the amount such Party would have charged that applicable person for the service, product or function that gave rise to such Loss and (ii)

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys' fees relating to arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party in would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. In connection with this limitation of liability, each Party recognizes that the Indemnified Party’s performance other Party may, from time to time, provide advice, make recommendations, or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding supply other analyses related to the transaction contemplated hereby Services, or facilities described in this Agreement, and, while each Party shall be effective unless it also contains an unconditional release use diligent efforts in this regard, the Parties acknowledge and agree that this limitation of liability shall apply to provision of such advice, recommendations, and analyses. G. Neither Party assumes liability for the accuracy of the Indemnified data provided to it by the other Party. H To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party except different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstances covered by such specific provision, the liability or limitation of liability contained in such specific provision shall apply. I. Except to the extent related to caused by the indemnified Party's gross negligencenegligence or willful misconduct, bad faiththe Party providing services hereunder, willful misconduct its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or reckless disregard of its duties damage arising from the receiving Party's use of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. (a) Absent the gross negligence, bad faith, willful misconduct or reckless disregard of a Party’s duties under this Agreement, or its officers, directors, partners, agents, employees and controlling persons, it shall not be liable to the other Party for any act or omission in the course of, or connected with, rendering services described under this Agreement. For the avoidance of doubt, the Sub-Adviser shall not be liable for any act or omission of the Adviser in rendering the Adviser’s services to the Fund, including, without limitation, for any losses that may be sustained in the purchase, holding or sale of any position. (b) Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliatesmembers, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof of its obligations under this Agreement, except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective effective, unless it also contains an unconditional release of the Indemnified Party Party, except to the extent related to the gross negligence, bad faith, willful misconduct of, or reckless disregard of its duties of by, the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreement. Nothing contained herein shall be deemed a waiver of any right available to either Party to bring a cause of action for violations of applicable U.S. federal and state laws, including, but not limited to, U.S. federal and state securities laws.

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys' fees relating to arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party in would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. In connection with this limitation of liability, each Party recognizes that the Indemnified Party’s performance other Party may, from time to time, provide advice, make recommendations, or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding supply other analyses related to the transaction contemplated hereby Services, or facilities described in this Agreement, and, while each Party shall be effective unless it also contains an unconditional release use diligent efforts in this regard, the Parties acknowledge and agree that this limitation of liability shall apply to provision of such advice, recommendations, and analyses. G. Neither Party assumes liability for the accuracy of the Indemnified data provided to it by the other Party. H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party except different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstances covered by such specific provision, the liability or limitation of liability contained in such specific provision shall apply. I. Except to the extent related to caused by the indemnified Party's gross negligencenegligence or willful misconduct, bad faiththe Party providing services hereunder, willful misconduct its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or reckless disregard of its duties damage arising from the receiving Party's use of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each Party A. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THIS SECTION XVII, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY (the “Indemnifying Party”) agreesINCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, at its expenseLOST REVENUES, to defendLOST SAVINGS, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”OR LOST PROFITS SUFFERED BY THE OTHER PARTY), harmless from any and all claimsREGARDLESS OF THE FORM OF ACTION, demandsWHETHER IN CONTRACT, damagesWARRANTY, costsSTRICT LIABILITY, expensesOR TORT, suitsINCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT. B. Neither Party shall either Party be liable to the other Party for any specialact or omission of any other telecommunications carrier providing a portion of a service under this Agreement, consequential nor shall either Party hold liable any other telecommunications carrier providing a portion of a service under this Agreement for any act or punitive omission of BellSouth or AWS. C. Neither Party is liable for damages to the other Party’s POI nor end user’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s gross or willful negligence or intentional misconduct. D. Each Party shall be indemnified, defended and held harmless by the other Party against any claim, loss or damage arising from the other Party’s acts or omissions under this Agreement, including without limitation: 1) claims for libel, slander, invasion of privacy, or related infringement of copyright arising from the other Party’s own communications; 2) claims for patent infringement arising from combining or using the service furnished by either Party in connection with facilities or equipment furnished by either Party or either Party’s end user; 3) any claim, loss, or damage claimed by a customer of either Party arising from services provided by the other Party under this Agreement; or 4) all other claims arising out of an act or omission of the other Party in the course of using services provided pursuant to this Agreement. The Indemnified Each Party’s liability to the other for any loss, cost, claim, injury or liability or expense, including reasonable attorney’s fees relating to or arising out of any negligent act or omission in its performance of this Agreement whether in contract or in tort, shall be limited to a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its end user and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by applicable law, such Party shall not be liable to any end user or third Party for (1) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (2) consequential damages. To the extent that a Party elects not to place in connection with its tariffs or contracts such limitations of liability, and the Indemnified Party’s performance or execution hereof except other Party incurs a loss as a result thereof, such Party shall indemnify and reimburse the other Party for that portion of the loss that would have been limited had the first Party included in its tariffs and contracts the limitations of liability that such other Party included in its own tariffs at the time of such Indemnified Party’s gross negligenceloss. F. Under no circumstance shall a Party be responsible or liable for indirect, bad faithincidental, willful misconduct or reckless disregard consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of its dutiesequipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. No compromise In connection with this limitation of liability, each Party recognizes that the other Party may, from time to time, provide advice, make recommendations, or settlement by the Indemnifying Party of any action or proceeding supply other analyses related to the transaction contemplated hereby services, or facilities described in this Agreement, and, while each Party shall use diligent efforts in this regard, the Parties acknowledge and agree that this limitation of liability shall apply to provision of such advice, recommendations, and analyses. G. The Party providing services hereunder, its affiliates and its parent company, shall be effective unless it also contains an unconditional release indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or damage arising from the receiving company’s use of the Indemnified Party except services provided under this Agreement pertaining to 1) claims for libel, slander or invasion of privacy arising from the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties content of the Indemnified Party. Notwithstanding anything to receiving company’s own communications, or 2) any claim, loss or damage claimed by the contrary hereinend user of the Party receiving services arising from such company’s use or reliance on the providing company’s services, the indemnification actions, duties, or obligations under this paragraph shall survive the termination arising out of this Agreement. H. Notwithstanding any other provision of this Agreement, claims for damages by AWS or any other person or entity resulting from the gross negligence or willful misconduct of BellSouth shall not be subject to such limitation of liability. I. Notwithstanding any other provision of this Agreement, claims for damages by BellSouth or any other person or entity resulting from the gross negligence or willful misconduct of AWS shall not be subject to such limitation of liability. ▇. ▇▇▇▇▇▇▇ Party assumes liability for the accuracy of the data provided to it by the other Party. K. No license under patents (other than the limited license to use) is granted by either Party or shall be implied or arise by estoppel, with respect to any service offered pursuant to this Agreement. L. Each Party’s failure to provide or maintain services offered pursuant to this Agreement shall be excused by labor difficulties, governmental orders, civil commotion, criminal actions taken against them, acts of God and other circumstances beyond their reasonable control. M. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE. N. The obligations of the Parties contained within this Section shall survive the expiration of this Agreement.

Liability and Indemnification. Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event A. Neither party shall either Party be liable to the other Party under this Agreement for any specialindirect, incidental, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party special damages, including without limitation, lost profits, regardless of the form of action. B. Neither party shall not be liable to the Indemnifying Party other for any act or omission of any other telecommunications company providing a portion of a service, nor shall either party hold liable any other telecommunications company providing a portion of a service for any act or omission of BellSouth or Carrier. C. Neither party is liable for damages to the other party’s terminal location, POI nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a party’s gross or willful negligence or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any claim, loss or damage arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from the other party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either party in connection with the Indemnified Partyfacilities or equipment furnished by either party or either party’s performance customer; 3) any claim, loss, or execution hereof except as damage claimed by a result customer of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement either party arising from services provided by the Indemnifying Party other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. ▇. ▇▇▇▇▇▇▇ party assumes liability for the accuracy of the data provided to it by the other party. F. Neither party guarantees or makes any action warranty with respect to its services when used in an explosive atmosphere. G. No license under patents (other than the limited license to use) is granted by either party or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release implied or arise by estoppel, with respect to any service offered pursuant to this Agreement. H. Each party’s failure to provide or maintain services offered pursuant to this Agreement shall be excused by labor difficulties, governmental orders, civil commotion, criminal actions taken against them, acts of God and other circumstances beyond their reasonable control. I. The obligations of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under parties contained within this paragraph section shall survive the termination expiration of this Agreement.

Liability and Indemnification. Each Party A. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THIS SECTION XV, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY (the “Indemnifying Party”) agreesINCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, at its expenseLOST REVENUES, to defendLOST SAVINGS, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”OR LOST PROFITS SUFFERED BY THE OTHER PARTY), harmless from any and all claimsREGARDLESS OF THE FORM OF ACTION, demandsWHETHER IN CONTRACT, damagesWARRANTY, costsSTRICT LIABILITY, expensesOR TORT, suitsINCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT. B. Neither Party shall either Party be liable to the other Party for any specialact or omission of any other telecommunications company providing a portion of a service under this Agreement. C. Neither Party is liable for damages to the other Party’s terminal location, consequential Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s gross or punitive damages willful negligence or intentional misconduct. D. Each Party shall be indemnified, defended and held harmless by the other Party against any claim, loss or damage arising from the other Party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or related infringement of copyright arising from the other Party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either Party in connection with facilities or equipment furnished by either Party or either Party’s customer; 3) any claim, loss, or damage claimed by a customer of either Party arising from services provided by the other Party under this Agreement; or 4) all other claims arising out of an act or omission of the other Party in the course of using services provided pursuant to this Agreement. The Indemnified Each Party’s liability to the other for any loss, cost, claim, injury or liability or expense, including reasonable attorney’s fees relating to or arising out of any negligent act or omission in its performance of this Agreement whether in contract or in tort, shall be limited to a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to the Indemnifying Customer or third Party in connection with the Indemnified Party’s performance for (i) any Loss relating to or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination arising out of this Agreement., whether in contract, tort or otherwise, that exceeds the amount such Party would have charged that applicable person for the service, product or function that gave rise to such Loss and (ii)

Liability and Indemnification. Each Party (the “Indemnifying Party”) agreesNeither party makes any warranty, at its expense----------------------------- express or implied, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable with respect to the other Party for any special, consequential or punitive damages arising Services to be provided by such party under or related to this Agreement. The Indemnified liability of any Performing Party with respect to the quality of performance of Services provided under this Agreement is limited to the total compensation for the Services provided by that party under this Agreement and shall not be liable to include any contingent liability. The sole remedy (other than the Indemnifying Party amount of damages described in connection with the Indemnified foregoing sentence) for the Performing Party’s performance or execution hereof except as a result 's breach of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby this Agreement shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreement. The Receiving Party's receipt of any Service performed hereunder shall be deemed an unqualified acceptance of such Service and a waiver by the Receiving Party of any and all claims with respect to such Service, unless the Receiving Party gives notice of such claim within five days after the date such item of Service was performed. Neither party will be liable under this Agreement to the other party (or affiliate thereof) for indirect, incidental, punitive, special or consequential damages, including lost profits or revenue, even if the liable party has been advised of the possibility of such damages or any claim against the other party by any third party. A Performing Party will not be liable for any costs, expenses, losses, liabilities, claims or damages, including attorneys' fees (hereafter "Claims") directly or indirectly attributable to the actions of the Performing Party, whether or not negligent, in performance of its obligations under this Agreement, except that the same may be attributable to the [gross negligence] or willful misconduct of the Performing Party.

Liability and Indemnification. (a) Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, faith or willful misconduct or reckless disregard of its dutiesmisconduct. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, faith or willful misconduct or reckless disregard of its dutiesmisconduct. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, faith or willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreement. (b) The Sub-Adviser will notify the Adviser of any Trade Error(s), regardless of materiality, promptly upon the discovery such Trade Error(s) by the Sub-Adviser. Notwithstanding Section 5(a) above, the Sub-Adviser shall be liable to the Adviser, the Fund or its shareholders for any loss suffered by the Adviser or the Fund resulting from Trade Errors. Any gains which occur due to a Trade Error shall be retained by the Fund. For purposes of this Section 5, Trade Errors are defined as errors due to (i) erroneous orders by the Sub-Adviser for the Fund that result in the purchase or sale of securities that were not intended to be purchased or sold; (ii) erroneous orders by the Sub-Adviser that result in the purchase or sale of securities for the Fund in an unintended amount or price; or (iii) purchases or sales of financial instruments which violate the investment limitations or restrictions disclosed in the Registration Statement and/or imposed by applicable law or regulation, unless otherwise agreed to in writing.

Liability and Indemnification. Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event A. Neither party shall either Party be liable to the other Party under this Agreement for any specialindirect, incidental, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party special damages, including without limitation, lost profits, regardless of the form of action. B. Neither party shall not be liable to the Indemnifying Party other for any act or omission of any other telecommunications company providing a portion of a service, nor shall either party hold liable any other telecommunications company providing a portion of a service for any act or omission of BellSouth or Carrier. C. Neither party is liable for damages to the other party’s terminal location, POI nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a party’s gross or willful negligence or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any claim, loss or damage arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from the other party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either party in connection with the Indemnified Partyfacilities or equipment furnished by either party or either party’s performance customer; 3) any claim, loss, or execution hereof except as damage claimed by a result customer of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement either party arising from services provided by the Indemnifying Party other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. E. Neither party assumes liability for the accuracy of the data provided to it by the other party. F. Neither party guarantees or makes any action warranty with respect to its services when used in an explosive atmosphere. G. No license under patents (other than the limited license to use) is granted by either party or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release implied or arise by estoppel, with respect to any service offered pursuant to this Agreement. H. Each party’s failure to provide or maintain services offered pursuant to this Agreement shall be excused by labor difficulties, governmental orders, civil commotion, criminal actions taken against them, acts of God and other circumstances beyond their reasonable control. I. The obligations of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under parties contained within this paragraph section shall survive the termination expiration of this Agreement.Agreement.‌

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys' fees relating to arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not to place in connection with its tariffs or contracts such limitations of liability, and the Indemnified Party’s performance or execution hereof except other Party incurs a loss as a result of thereof, such Indemnified Party’s gross negligenceParty shall, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent caused by the other Party's negligence or willful misconduct, indemnify and reimburse the other Party for that portion of the loss that would have been limited had the first Party included in its tariffs and contracts the limitations of liability that such other Party included in its own tariffs at the time of such loss. F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. In connection with this limitation of liability, each Party recognizes that the other Party may, from time to time, provide advice, make recommendations, or supply other analyses related to the gross negligenceServices, bad faithor facilities described in this Agreement, willful misconduct or reckless disregard and, while each Party shall use diligent efforts in this regard, the Parties acknowledge and agree that this limitation of its duties liability shall apply to provision of such advice, recommendations, and analyses. G. Neither Party assumes liability for the accuracy of the Indemnified data provided to it by the other Party. Notwithstanding anything . H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstances covered by such specific provision, the liability or limitation of liability contained in such specific provision shall apply. I. Except to the contrary hereinextent caused by the indemnified Party's gross negligence or willful misconduct, the indemnification obligations Party providing services hereunder, its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or damage arising from the receiving Party's use of the services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys' fees relating to arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not to place in connection with its tariffs or contracts such limitations of liability, and the Indemnified Party’s performance or execution hereof except other Party incurs a loss as a result of thereof, such Indemnified Party’s gross negligenceParty shall, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related caused by the other Party's negligence or willful misconduct, indemnify and reimburse the other Party for that portion of the loss that would have been limited had the first Party included in its tariffs and contracts the limitations of liability that such other Party included in its own tariffs at the time of such loss. F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. In connection with this limitation of liability, each Party recognizes that the other Party may, from time to time, provide advice, make recommendations, or supply other analyses G. Neither Party assumes liability for the accuracy of the data provided to it by the other Party. H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstances covered by such specific provision, the liability or limitation of liability contained in such specific provision shall apply. I. Except to the extent caused by the indemnified Party's gross negligencenegligence or willful misconduct, bad faiththe Party providing services hereunder, willful misconduct its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or reckless disregard of its duties damage arising from the receiving Party's use of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each Party A. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THIS SECTION XVI, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY (the “Indemnifying Party”) agreesINCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, at its expenseLOST REVENUES, to defendLOST SAVINGS, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”OR LOST PROFITS SUFFERED BY THE OTHER PARTY), harmless from any and all claimsREGARDLESS OF THE FORM OF ACTION, demandsWHETHER IN CONTRACT, damagesWARRANTY, costsSTRICT LIABILITY, expensesOR TORT, suitsINCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT. B. Neither Party shall either Party be liable to the other Party for any specialact or omission of any other telecommunications company providing a portion of a service under this Agreement. C. Neither Party is liable for damages to the other Party’s terminal location, consequential Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s gross or punitive damages willful negligence or intentional misconduct. D. Each Party shall be indemnified, defended and held harmless by the other Party against any claim, loss or damage arising from the other Party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or related infringement of copyright arising from the other Party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either Party in connection with facilities or equipment furnished by either Party or either Party’s customer; 3) any claim, loss, or damage claimed by a customer of either Party arising from services provided by the other Party under this Agreement; or 4) all other claims arising out of an act or omission of the other Party in the course of using services provided pursuant to this Agreement. The Indemnified Each Party’s liability to the other for any loss, cost, claim, injury or liability or expense, including reasonable E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to the Indemnifying Customer or third Party in connection with the Indemnified Party’s performance for (i) any Loss relating to or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination arising out of this Agreement., whether in contract, tort or otherwise, that exceeds the amount such Party would have charged that applicable person for the service, product or function that gave rise to such Loss and (ii)

Liability and Indemnification. 11.1 Each Party will be responsible and assumes its own liability for any loss, claim, harm, injury, expense, action or damage (the collectively “Indemnifying PartyClaims”) agreeswhich may arise as a result of its acts, at omissions, negligence and misconduct, and/or that of its expense, to defend, indemnify and hold the other Party, its affiliatesdirectors, officers, directorsemployees, employees agents and agents (collectivelysubcontractors, the “Indemnified Parties”)in connection with this DSA, harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees injuries (including death) to persons, damage to property and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages Claims that may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The Indemnified Party shall not be liable to the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof except arise as a result of such Indemnified Partythat party’s gross negligenceuse of PHI. 11.2 Each party shall indemnify, bad faithdefend and hold harmless each other party and its respective directors, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of officers, and employees from any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except and all Claims to the extent related arising from or contributed to the gross negligenceby indemnifying party’s acts, bad faithomissions, negligence and willful misconduct or reckless disregard misconduct, including that of its duties employees, contractors, agents and administrative services. 11.3 The indemnified party will promptly notify the ETHP Privacy Steering Committee and other indemnifying parties of any Claim in respect of which the above indemnity may apply, and of which the indemnified party has knowledge, and the indemnified parties will co-operate reasonably with the indemnifying party in the defense of any such Claim. 11.4 No Claim will be settled or compromised by the indemnifying party without first consulting with the indemnified party’s legal representative, and provided that any such settlement or compromise cannot materially prejudice the indemnified party without the indemnified party’s prior written consent. 11.5 Except in respect of a third-party Claim, in no event shall a party, or its respective directors, officers, employees, agents or subcontractors, be liable to any other party for any claim for punitive, exemplary, aggravated, indirect, or consequential damages, including damages for loss of profits, revenue, or business opportunity, or failure to realize expected savings, howsoever derived, and even if the party was advised of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination possibility of this Agreementsuch damages.

Liability and Indemnification. Each Party (a) To the “Indemnifying Party”) agreesmaximum extent permitted by applicable law, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The each Indemnified Party shall not be liable to the Indemnifying Company or any other party who has an interest in the Company for any act or omission that was suffered or taken by such Indemnified Party in good faith and that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party's conduct was unlawful. (b) To the maximum extent permitted by applicable law and subject to the other limits set forth in this Section 16, each Indemnified Party shall be fully protected and indemnified by the Company out of Company assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or, if approved by the Member, settlement of litigation, and legal fees and expenses reasonably incurred in connection with the any pending or threatened litigation or proceeding) suffered by virtue of serving as an Indemnified Party with respect to any action or omission suffered or taken in good faith that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party’s performance 's conduct was unlawful. The Company may (and in the case of the Member as an Indemnified Party, will) advance expenses, including legal fees, for which any Indemnified Party would be entitled by this Agreement to be indemnified upon receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is ultimately determined by a court or execution hereof except as a result other tribunal of proper jurisdiction that indemnification for such expenses is not permitted by law or authorized by this Agreement. (c) For all purposes of this Agreement, actions or omissions taken or suffered by the Member regarding any matter which this Agreement provides is in the discretion or sole discretion of the Member shall be conclusively deemed not to constitute fraud, gross negligence, willful misconduct or willful violation of law. Each Indemnified Party may consult with reputable outside legal counsel selected by the Company, and any action or omission taken or suffered in good faith in reliance and accordance with the opinion or advice of such counsel shall be conclusive evidence that such action or omission (i) did not materially violate this Agreement, (ii) did not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe his conduct was unlawful. (d) None of the provisions of this Section 16 shall be deemed to create or grant any rights in favor of Indemnified Parties that cannot be discharged out of the assets of the Company or in favor of anyone other than Indemnified Parties and the other parties listed in the first sentence of Section I6(e); this provision excludes, among others, any right of subrogation in favor of any insurer or surety. The rights granted under this Section 16 shall survive the termination, dissolution and winding up of the Company. (e) The term "Indemnified Party" means the Member and each Officer. The rights of each Indemnified Party under this Section 16 shall inure to the benefit of the successors, assigns, heirs and personal representatives of such Indemnified Party’s gross negligence. However, bad faithit is expressly understood and agreed that no party who is an Officer shall have any right of exculpation, willful misconduct indemnification or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of otherwise under this Section 16 with respect to any action or proceeding related omission taken or suffered by such party at any time after such party ceases to be an Officer (whether the transaction contemplated hereby shall action resulting in such party ceasing to be effective unless it also contains an unconditional release Officer is voluntary, involuntary or otherwise), or in respect of any controversy relating in any respect to such party's ceasing to be an Officer, or in respect of any claim or cause of action against the Company (other than in connection with enforcing such party's rights against the Company under this Section 16), the Member or any affiliate of the Indemnified Party except to the extent related to the gross negligenceMember, bad faith, willful misconduct or reckless disregard of its duties any of the Indemnified Party. Notwithstanding anything to members, partners, stockholders, directors, managers, officers, employees, agents or other representatives of any of the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreementforegoing.

Liability and Indemnification. Each Party A. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THIS SECTION XVI, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY (the “Indemnifying Party”) agreesINCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, at its expenseLOST REVENUES, to defendLOST SAVINGS, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”OR LOST PROFITS SUFFERED BY THE OTHER PARTY), harmless from any and all claimsREGARDLESS OF THE FORM OF ACTION, demandsWHETHER IN CONTRACT, damagesWARRANTY, costsSTRICT LIABILITY, expensesOR TORT, suitsINCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT. B. Neither party shall either Party be liable to the other Party for any specialact or omission of any other telecommunications company providing a portion of a service under this Agreement, consequential nor shall either party hold liable any other telecommunications C. Neither party is liable for damages to the other party’s terminal location, POI nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a party’s gross or punitive damages willful negligence or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any claim, loss or damage arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or related infringement of copyright arising from the other party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either party in connection with facilities or equipment furnished by either party or either party’s customer; 3) any claim, loss, or damage claimed by a customer of either party arising from services provided by the other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. The Indemnified Each Party’s liability to the other for any loss, cost, claim, injury or liability or expense, including reasonable attorney’s fees relating to or arising out of any negligent act or omission in its performance of this Agreement whether in contract or in tort, shall be limited to a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to the Indemnifying Customer or third Party in connection with the Indemnified Party’s performance for (i) any Loss relating to or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination arising out of this Agreement., whether in contract, tort or otherwise, that exceeds the amount such Party would have charged that applicable person for the service, product or function that gave rise to such Loss and (ii)

Liability and Indemnification. Each Party A. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THIS SECTION IX, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, Version: 11/1/03 [cccs Amendment 11 of 25] PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY (the “Indemnifying Party”) agreesINCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, at its expenseLOST REVENUES, to defendLOST SAVINGS, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”OR LOST PROFITS SUFFERED BY THE OTHER PARTY), harmless from any and all claimsREGARDLESS OF THE FORM OF ACTION, demandsWHETHER IN CONTRACT, damagesWARRANTY, costsSTRICT LIABILITY, expensesOR TORT, suitsINCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT. B. Neither party shall either Party be liable to the other Party for any specialact or omission of any other telecommunications company providing a portion of a service under this Agreement, consequential nor shall either party hold liable any other telecommunications company providing a portion of a service under this Agreement for any act or punitive omission of BellSouth or Carrier. C. Neither party is liable for damages to the other party's terminal location, POI nor customer's premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a party's gross or willful negligence or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any claim, loss or damage arising from the other party's acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or related infringement of copyright arising from the other party's own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either party in connection with facilities or equipment furnished by either party or either party's customer; 3) any claim, loss, or damage claimed by a customer of either party arising from services provided by the other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the course of using services provided pursuant to this Agreement. The Indemnified Each Party's liability to the other for any loss, cost, claim, injury or liability or expense, including reasonable attorney's fees relating to or arising out of any negligent act or omission in its performance of this Agreement whether in contract or in tort, shall be limited to a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to the Indemnifying Customer or third Party in connection with the Indemnified Party’s performance for (i) any Loss relating to or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination arising out of this Agreement., whether in contract, tort or otherwise, that exceeds the amount such Party would have charged that applicable person for the service, product or function that gave rise to such Loss and (ii)

Liability and Indemnification. Each (a) Subject to Clause 13(g) herein, each JPMorgan Party (shall indemnify the “Indemnifying Party”) agreesManager, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from against any and all claimsLiabilities suffered or incurred by the Manager directly in connection with or as a result of negligence, demandsfraud or wilful default of the relevant JPMorgan Party or of any of its employees, agents, affiliates or other entity acting on its behalf except to the extent such Liability is caused by the wilful default, negligence or fraud of the Manager. (b) The Manager shall indemnify each JPMorgan Party and its agents (with the relevant JPMorgan Party being entitled to recover on their behalf) against any and all Liabilities suffered or incurred by them directly in connection with or as a result of the negligence, fraud or wilful default of the Manager or of any of its employees, agents, affiliates or other entity acting on its behalf except to the extent that such Liability is caused by the wilful default, negligence or fraud of the relevant JPMorgan Party. (c) No party shall have any liability to the others for any indirect, special or consequential damages, costsor any direct or indirect loss of profit, expensesreputation, suitsgoodwill, actionscontracts, liabilities and losses (includingcustomers, without limitationbusiness or opportunity, reasonable attorneys’ fees and expenses) arising by virtue out of, or in connection with, this Agreement or related tothe transactions and documents contemplated by it, even if advised of the Indemnifying Party’s performance hereunder possibility thereof. (d) Nothing in this Agreement shall limit or execution hereof, except as such claims, losses or damages may result from exclude the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard liability of its duties. In no event shall either Party be liable a party to the others for death or personal injury, for claims arising out of fraud or fraudulent misrepresentation, or to the extent that such limitation or exclusion is not permissible under any applicable law. This Clause shall prevail over any other Party for any special, consequential or punitive damages arising under or related to provision in this Agreement. The Indemnified Party . (e) A party shall not be liable for any Liability incurred by another party in relation to the Indemnifying subject matter of this Agreement or the transactions or documents contemplated by it unless: (i) the other party has taken all reasonable steps to mitigate the relevant Liability; and (ii) in respect of any Liability in the nature of a cost or expense, it is reasonable and was reasonably and properly incurred by the other party. (f) No party shall be liable for any failure or delay in performing any of its obligations under this Agreement or as regards any related transactions or matters, and any failure or delay in so performing will not constitute a breach of this Agreement, if such failure or delay is due to any cause whatsoever outside its reasonable control and (as relevant in the circumstances) that party has complied with the other requirements of this Clause 13(f). In this case, the relevant party shall be entitled to a reasonable extension of time for performing any relevant obligations, but shall notify the other parties of the relevant circumstance and use reasonable endeavours to resume performance as soon as possible. (g) The Manager acknowledges that the JPMorgan Parties are reliant on the timely and accurate notification of such information referred to in Clauses 5(b) and Clause 7(b) herein, and nothing in this Agreement shall deem a JPMorgan Party liable to the Manager, its affiliates or the Fund for any failure to comply with this Agreement due to the Manager’s failure or delay in making such notifications, or inaccuracy of information provided by the Manager. (h) Notwithstanding any other provision of this Agreement, the Manager shall indemnify each JPMorgan Party, its agents and Clients (with the relevant JPMorgan Party being entitled to recover on their behalf) against Liabilities suffered or incurred by them directly in connection with any error in the Indemnified Party’s performance or execution hereof except as a result Offering Documents. For the avoidance of doubt, the Manager shall have strict liability for the Offering Documents and the JPMorgan Parties shall not be required to prove that such Indemnified Party’s gross error was due to the negligence, bad faith, willful misconduct fraud or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release wilful default of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph Manager. (i) This Clause 13 shall survive the termination of this Agreement.

Liability and Indemnification. 13.1 Each Party (the “for purposes of Section 13 of this Agreement - "Indemnifying Party”") agreesshall be liable for, and shall indemnify the other Party (for purposes of Section 13 of this Agreement - "Indemnified Party") against any damage, expense, liability, loss or claim whatsoever, arising under any applicable law, in respect of personal injury to, or death of any person resulting from any act or omission of the Indemnifying Party or of any person for whom the Indemnifying Party is held responsible under this Agreement or any applicable law. The limitation of liability provided for in Sections 13.5 and 13.6 hereof, shall not apply to liability under this Section13.1, which liability shall not be limited in any way whatsoever. 13.2 Without derogating from or prejudice to any other remedy available to either Party under this Agreement or any applicable law, but subject to Sections 13.5 and 13.6 hereof, each Indemnifying Party shall be liable for and shall indemnify the Indemnified Party against any damage, expense, liability, loss or claim, arising under any applicable law, in respect of loss, injury or damage to any tangible property of the Indemnified Party insofar as such loss, injury or damage results from any act or omission of the Indemnifying Party or any person for whom the Indemnifying Party is held responsible under this Agreement or any applicable law. 13.3 Without derogating from or prejudice to any other remedy available to either Party under this Agreement or any applicable law, the Indemnifying Party shall, at its expenseall times, to defendbe liable and shall fully indemnify, indemnify defend and hold harmless the other Party, its affiliates, officers, directors, employees Indemnified Party for and agents (collectively, the “Indemnified Parties”), harmless from against any and all claims, demands, damages, costslosses, expensescosts and expenses caused to the Indemnified Party as a result of any claim or demand made against the Indemnified Party by any third party, suitsbased on an allegation of infringement of any rights, actionsincluding but not limited to, Intellectual Property Rights of such third party, in connection with this Agreement for which the Indemnifying Party is responsible under any applicable law. The limitation of liability provided for in Sections 13.5 and 13.6 hereof, shall not apply to liability under this Section13.3, which shall not be limited in any way whatsoever. 13.4 Without derogating from or prejudice to any other remedy available to either Party under this Agreement or any applicable law, but subject to Sections 13.5 and 13.6 hereof, each Indemnifying Party shall be liable and fully indemnify defend and hold harmless the Indemnified Party, for and against any damage, expense, liability or loss, suffered by the Indemnified Party as a result of any act or omission of the Indemnifying Party, constituting a breach of this Agreement, including breach of warranty, representation or undertaking, or any other cause of action arising in connection with this Agreement, under whatever theory of law. It is further clarified that with respect of such breach or other cause of action which is based on grounds covered by the provisions of Sections 13.1 or 13.3, no limitation of liability of any kind whatsoever shall apply. 13.5 With respect of liabilities under Sections 13.2 and losses (including13.4 hereof only, save in circumstances of gross negligence and/or wilful act or omission, neither Party shall be liable towards the other Party under this Agreement for any indirect damage, including without limitation, reasonable attorneys’ fees loss of production, loss of profit, loss of use, loss of business, loss of data or revenue or for any other special, indirect, incidental or consequential damages, whether or not the possibility of such damages could have been reasonably foreseen. 13.6 With respect of liabilities under Sections 13.2 and expenses) arising by virtue of13.4 hereof only, save in circumstances of gross negligence and/or wilful act or omission, in connection with, or related toaddition and without derogating from the provisions of Section 13.5 hereof, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard maximum annual liability of its duties. In no event shall either Party be liable to towards the other Party for any specialunder this Agreement shall not exceed NIS 5 (five) million. For the avoidance of doubt, consequential it is clarified that notwithstanding the provisions of this Section 13.6 above, the provisions of this Section 13.6 shall not apply to the liability and indemnification obligation of IEC under Section 13.2 hereof or punitive damages arising 13.4 hereof, as the case may be, to the extent based on alleged breach under or related Section 7.3 hereof, and such liability shall be limited solely to this Agreement. The Indemnified Party the Liquidated Damages stipulated in Section 7.3 hereof. 13.7 In addition and without derogating from the provisions of Sections 13.5 and 13.6 hereof, IEC shall be fully exempt and shall not be liable for any liability forming the subject matter of the statutory immunities prescribed in sections 40 and 41 of the Communication Law, and for the purposes of this Agreement, IEC shall be deemed, for all intents and purposes, to be immune under said statutory immunities notwithstanding the fact that it is not a licensee under the Communication Law. 13.8 In any event of indemnification sought under this Agreement, the Indemnified Party shall: 13.8.1 Provide the Indemnifying Party in connection with a written notice of the relevant incident or claim for which indemnity is sought and claimed; and 13.8.2 If the claim for which indemnity is sought, is made by a third party, allow the Indemnifying Party to have control over the defence and settlement of said claim for which indemnity is sought, provided however that the Indemnifying Party shall not admit, expressly or impliedly, to any liability on the part of the Indemnified Party’s performance , or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by settle the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release claim on behalf of the Indemnified Party except to without obtaining its prior written consent; and 13.8.3 Provide the extent related to Indemnifying Party with commercially reasonable cooperation in conducting the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreementdefence against said claim for which indemnity is sought.

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification obglai tions of the Parties hereunder, eahcParty's liabiliyt to the other for any claim, loss, injury, liabilitoyr expense including reasonable attorneyfse'es relating to arising from any cause whatsoever, whether based in contract negligenceoothr er tort, strict liabilityor otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to Customer or third Party F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the Indemnifying Party in use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of ad.atIn connection with thislimitation of liability, each Party recognizes that the Indemnified Party’s performance other Party may, from time to time, provide advice, make recommendations, or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding supply other analyses related to the transaction contemplated hereby Srveices, or facilities described initshAgreement, and, while each Party shall be effective unless it also contains an unconditional release use diligent efforts in this regard, the Partieascknowledge and agree that thislimitation of liability shall apply to provision of such advice, recommendations, and analyses. G. Neither Party assumes liability rfothe accuracy of the Indemnified data provided to it by the other Party. H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party except different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstancceosvered by such specifipcrovision, ht e liability or limitation of liability contained in sucshpecific provision shall apply. I. Except to the extent related to caused by the indemneidfi Party's gross negligencenegligenceor willfulmisconduct, bad faiththe Party providing services hereundeirt,s Affiliates and itsparent companys, willful misconduct hall be indemnfiied, defended and held harmless by the Party receiving services hereunder against any claim, loss or reckless disregard of its duties damage arising from the receiving Party's use of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TOTHCEONTRARY IN THIS AGREEMENT, NEITHER PARTYMAKES ANY REPRESENTATIONSORWARRANTIES TOTHEOTHER PARTY CONCERNING THE SPECIFIC QUALITYOF ANY SERVICES, OR FCAILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANYWARRANTY ORGUARANTEE OF MERCHANTABILITY ORFITNESS FORA PARTICULAPRURPOSE, ARISINGFROMCOURSEOF PERFORMANCE, COURSEOF DEALING, OR FROM USAGESOF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each Party (the “Indemnifying Party”) agreesNeither party makes any warranty, at its expenseexpress or implied, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable with respect to the other Party for any special, consequential or punitive damages arising Services to be provided by such party under or related to this Agreement. The Indemnified liability of any Performing Party with respect to the quality of performance of Services provided under this Agreement is limited to the total compensation for the Services provided by that party under this Agreement and shall not be liable to include any contingent liability. The sole remedy (other than the Indemnifying Party amount of damages described in connection with the Indemnified foregoing sentence) for the Performing Party’s performance or execution hereof except as a result 's breach of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby this Agreement shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreement. The Receiving Party's receipt of any Service performed hereunder shall be deemed an unqualified acceptance of such Service and a waiver by the Receiving Party of any and all claims with respect to such Service, unless the Receiving Party gives notice of such claim within five days after the date such item of Service was performed. Neither party will be liable under this Agreement to the other party (or affiliate thereof) for indirect, incidental, punitive, special or consequential damages, including lost profits or revenue, even if the liable party has been advised of the possibility of such damages or any claim against the other party by any third party. A Performing Party will not be liable for any costs, expenses, losses, liabilities, claims or damages, including attorneys' fees (hereafter "Claims") directly or indirectly attributable to the actions of the Performing Party, whether or not negligent, in performance of its obligations under this Agreement, except that the same may be attributable to the [gross negligence] or willful misconduct of the Performing Party.

Liability and Indemnification. Each Party (a. To the “Indemnifying Party”) agreesmaximum extent permitted by applicable law, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The each Indemnified Party shall not be liable to the Indemnifying Company or any other party who has an interest in the Company for any act or omission that was suffered or taken by such Indemnified Party in connection with the Indemnified Party’s performance or execution hereof except as a result good faith and that (i) is not in material breach of such Indemnified Party’s this Agreement, (ii) does not constitute fraud, gross negligence, bad faith, willful misconduct or reckless disregard willful violation of its duties. No compromise law, and (iii) with respect to any criminal action or settlement proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party's conduct was unlawful. b. To the maximum extent permitted by applicable law and subject to the other limits set forth in this Section 16, each Indemnified Party shall be fully protected and indemnified by the Indemnifying Company out of Company assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or, if approved by the Member, settlement of litigation, and legal fees and expenses reasonably incurred in connection with any pending or threatened litigation or proceeding) suffered by virtue of serving as an Indemnified Party of with respect to any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release omission suffered or taken in good faith that (i) is not in material breach of the Indemnified Party except to the extent related to the this Agreement, (ii) does not constitute fraud, gross negligence, bad faith, willful misconduct or reckless disregard willful violation of its duties law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party's conduct was unlawful. The Company may (and in the case of the Member as an Indemnified Party, will) advance expenses, including legal fees, for which any Indemnified Party would be entitled by this Agreement to be indemnified upon receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is ultimately determined by a court or other tribunal of proper jurisdiction that indemnification for such expenses is not permitted by law or authorized by this Agreement. c. For all purposes of this Agreement, actions or omissions taken or suffered by the Member regarding any matter which this Agreement provides is in the discretion or sole discretion of the Member shall be conclusively deemed not to constitute fraud, gross negligence, willful misconduct or willful violation of law. Notwithstanding anything Each Indemnified Party may consult with reputable outside legal counsel selected by the Company, and any action or omission taken or suffered in good faith in reliance and accordance with the opinion or advice of such counsel shall be conclusive evidence that such action or omission (i) did not materially violate this Agreement, (ii) did not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe his conduct was unlawful. d. None of the contrary hereinprovisions of this Section 16 shall be deemed to create or grant any rights in favor of Indemnified Parties that cannot be discharged out of the assets of the Company or in favor of anyone other than Indemnified Parties and the other parties listed in the first sentence of Section 16(e); this provision excludes, the indemnification obligations among others, any right of subrogation in favor of any insurer or surety. The rights granted under this paragraph Section 16 shall survive the termination termination, dissolution and winding up of this Agreementthe Company.

Liability and Indemnification. Each 8.1 Except as otheiwise expressly provided in this Agreement, each Party (shall be responsible only for the “Indemnifying Interconnection, functions, products and services which are provided by that Party”) agrees, at its expenseauthorized agents, to defendsubcontractors, indemnify or others retained by such Party, and hold neither Party shall bear any responsibility for the Interconnection, functions, products and services provided by the other Party, its affiliatesagents, officerssubcontractors, directorsor others retained by such Party. 8.2 Each Party shall be indemnified and held harmless by the other Party against claims, employees and agents (collectivelylosses, the “Indemnified Parties”), harmless from any and all claimssuits, demands, damages, costs, expenses, suitsincluding reasonable attorney's fees ("Claims"), actionsasserted, liabilities suffered, or made by third parties arising from (i) any act or omission ofthe indemnifying Party in connection with its performance or non-performance under this Agreement; (ii) actual or alleged infringement by the indemnifying Party of any patent, trademark, copyright, service ▇▇▇▇, trade name, trade secret or intellectual property right (now known or later developed), and losses (includingiii) provision ofthe indemnifying Party's services or equipment, including but not limited to Claims arising from the provision ofthe indemnifying Party's services to its Subscribers (e.g., Claims for interruption of service, quality of service or billing disputes). Each Party shall also be indemnified and held harmless by the other Party against Claims ofpersons for services furnished by the indemnifying Party or by any ofits subcontractors, under worker's compensation laws or similar statutes. 8.3 A Party (the "Indemnifying Party") shall defend, indemnify and hold harmless the other Party ("Indemnified Party") against any claim or loss arising from the Indemnifying Party's use of Interconnection, functions, products and services provided under this Agreement involving: 8.3.1 any Claim for libel, slander, invasion ofprivacy, or infringement oflntellectual Property rights arising from the Indemnifying Party's or its customer's use. 8.3.2 any Claims, demands or suits that asserts any claim for libel, slander, infringement or invasion ofprivacy or confidentiality ofany person or persons caused or claimed to be caused, directly or indirectly, by the other Party's employees and equipment associated with the provision ofany service herein. The foregoing includes any Claims or Losses arising from disclosure of any customer-specific information associated with either the originating or terminating numbers used to provision Interconnection, functions, products or services provided hereunder and all other Claims arising out of any act or omission ofthe customer in the course ofusing any Interconnection, functions, products or services provided pursuant to this Agreement. 8.3.3 any and all penalties imposed on either Party because of the Indemnifying Party's failure to comply with the Communications Assistance to Law Enforcement Act of 1994 (CALEA). 8.4 Neither Party makes any warranty, express or implied, concerning either such Party's (or any third-party's) rights with respect to intellectual property (including without limitation, reasonable attorneys’ fees patent, copyright and expensestrade secret rights) arising or contract rights associated with either Party's right to interconnect. Nothing in this Section will be deemed to supersede or replace any other agreements, if any, between the Parties with respect to either Party's intellectual property or contract rights. 8.5 Each Indemnifying Party shall reimburse the Indemnified Party for damages to the Indemnified Party's equipment, Interconnection trunks and other property utilized to provide Interconnection hereunder caused by virtue of, in connection with, the gross negligence or related to, willful act of the Indemnifying Party’s performance hereunder , its agents, subcontractors or execution hereof, except as such claims, losses customer or damages may result resulting from the Indemnifying Party's improper use of the Indemnified Party’s gross negligence's equipment, bad faithInterconnection trunks or other property, willful misconduct or reckless disregard due to malfunction of its duties. In no event shall either any functions, products, services or equipment of the Indemnifying Party be liable or of any other party that have been provided to the other Party Indemnifying Party. Upon reimbursement for any specialdamages, consequential or punitive damages arising under or related to this Agreement. The the Indemnified Party shall not be liable to will cooperate with the Indemnifying Party in connection with prosecuting a claim against the Indemnified Party’s performance or execution hereof except as a result of person causing such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its dutiesdamage. No compromise or settlement by the The Indemnifying Party of any action or proceeding related shall be subrogated to the transaction contemplated hereby shall be effective unless it also contains an unconditional release right of recovery by the Indemnified Party except for the damages to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreementsuch payment.

Liability and Indemnification. Each Party (a) To the “Indemnifying Party”) agreesmaximum extent permitted by applicable law, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either Party be liable to the other Party for any special, consequential or punitive damages arising under or related to this Agreement. The each Indemnified Party shall not be liable to the Indemnifying Company or any other party who has an interest in the Company for any act or omission that was suffered or taken by such Indemnified Party in good faith and that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party's conduct was unlawful. (b) To the maximum extent permitted by applicable law and subject to the other limits set forth in this Section 16, each Indemnified Party shall be fully protected and indemnified by the Company out of Company assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or, if approved by the Member, settlement of litigation, and legal fees and expenses reasonably incurred in connection with the any pending or threatened litigation or proceeding) suffered by virtue of serving as an Indemnified Party with respect to any action or omission suffered or taken in good faith that (i) is not in material breach of this Agreement, (ii) does not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe that such Indemnified Party’s performance 's conduct was unlawful. The Company may (and in the case of the Member as an Indemnified Party, will) advance expenses, including legal fees, for which any Indemnified Party would be entitled by this Agreement to be indemnified upon receipt of an unsecured undertaking by such Indemnified Party to repay such advances if it is ultimately determined by a court or execution hereof except as a result other tribunal of proper jurisdiction that indemnification for such expenses is not permitted by law or authorized by this Agreement. (c) For all purposes of this Agreement, actions or omissions taken or suffered by the Member regarding any matter which this Agreement provides is in the discretion or sole discretion of the Member shall be conclusively deemed not to constitute fraud, gross negligence, willful misconduct or willful violation of law. Each Indemnified Party may consult with reputable outside legal counsel selected by the Company, and any action or omission taken or suffered in good faith in reliance and accordance with the opinion or advice of such counsel shall be conclusive evidence that such action or omission (i) did not materially violate this Agreement, (ii) did not constitute fraud, gross negligence, willful misconduct or willful violation of law, and (iii) with respect to any criminal action or proceeding, was suffered or taken without reasonable cause to believe his conduct was unlawful. (d) None of the provisions of this Section 16 shall be deemed to create or grant any rights in favor of Indemnified Parties that cannot be discharged out of the assets of the Company or in favor of anyone other than Indemnified Parties and the other parties listed in the first sentence of Section l6(e); this provision excludes, among others, any right of subrogation in favor of any insurer or surety. The rights granted under this Section 16 shall survive the termination, dissolution and winding up of the Company. (e) The term "Indemnified Party" means the Member and each Officer. The rights of each Indemnified Party under this Section 16 shall inure to the benefit of the successors, assigns, heirs and personal representatives of such Indemnified Party’s gross negligence. However, bad faithit is expressly understood and agreed that no party who is an Officer shall have any right of exculpation, willful misconduct indemnification or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of otherwise under this Section 16 with respect to any action or proceeding related omission taken or suffered by such party at any time after such party ceases to be an Officer (whether the transaction contemplated hereby shall action resulting in such party ceasing to be effective unless it also contains an unconditional release Officer is voluntary, involuntary or otherwise), or in respect of any controversy relating in any respect to such party's ceasing to be an Officer, or in respect of any claim or cause of action against the Company (other than in connection with enforcing such party's rights against the Company under this Section 16), the Member or any affiliate of the Indemnified Party except to the extent related to the gross negligenceMember, bad faith, willful misconduct or reckless disregard of its duties any of the Indemnified Party. Notwithstanding anything to members, partners, stockholders, directors, managers, officers, employees, agents or other representatives of any of the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreementforegoing.

Liability and Indemnification. 8.01 Each Party (the “Indemnifying Party”) agreesagrees to protect, at its expense, to defend, indemnify and hold harmless the other Party, Party and its affiliates, officersand their respective shareholders, directors, officers, employees and agents (collectively, the “Indemnified Parties”), harmless from and against any and all losses, claims, demands, damages, costsliens, expenses, suitsdamages and demands arising out of, actionsor in connection with, liabilities any personal injuries or death to persons, or damage to property, occurring as a result of, or in any way incident to, any act or omission of such Party, or its directors, officers, employees and losses agents related to its performance (or failure in the performance) of its obligations under this Agreement. 8.02 In the event a claim is filed against either Party for which the other Party is obligated to indemnify such Party under the terms of this Agreement, such Party will promptly notify the other Party of such claim and will not settle such claim without the prior written consent of the other Party. Participation by a Party in the defense of any claim or suit for which the other Party shall be found liable, shall not constitute a waiver of such Party's rights to indemnification hereunder. 8.03 Neither Party shall be liable under any circumstances to the other Party for special, indirect, punitive, or consequential damages resulting from or arising out of any act or omission related to its performance (or failure in the performance) of its obligations under this Agreement, including, without limitation, reasonable attorneys’ fees and expenses) arising loss of profit or business interruption, however the same may be caused, whether by virtue ofthe sole, in connection withjoint or concurrent negligence, fault or related to, the Indemnifying liability without fault of any Party’s performance hereunder or execution hereof, except as such claims, losses to the extent caused by gross negligence or damages may result from willful misconduct. 8.04 Each Party shall comply with the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard insurance requirements set forth in Exhibit C attached hereto and incorporated herein by this reference. 8.05 Each Party shall require all of its dutiescontractors and subcontractors performing any work on the Interconnection Facilities to carry and maintain in force and effect for the benefit of both ANR and LSP insurance of the type and in the amounts that each Party normally requires of its contractors and subcontractors for work on similar facilities. In All property peril policies carried by contractors and subcontractors must contain a waiver of subrogation in favor of ANR and The Coastal Corporation, and all liability policies must name ANR and The Coastal Corporation as additional named insureds without limitation or restriction. 8.06 Each Party acknowledges and agrees that in no event shall any partner, shareholder, owner, officer, director, employee, or affiliate of either Party be personally liable to the other Party for any specialpayments, consequential obligations, or punitive damages arising performance under or related to this Agreement, or any breach or failure of performance of either Party. The Indemnified Party shall not be liable to sole recourse for payment or performance of the Indemnifying Party in connection with the Indemnified Party’s performance or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby obligations hereunder shall be effective unless it also contains an unconditional release of the Indemnified against a Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreementand not against any other Person.

Liability and Indemnification. Each Party A. In the event that Carrier consists of two (the “Indemnifying Party”2) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from or more separate entities as set forth in this Agreement and/or any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection withamendment hereto, or related toany third party places orders under this Agreement using Carrier's company codes or identifiers, all such entities shall be jointly and severally liable for the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard obligations of its duties. In no event Carrier under this Agreement. B. Neither Party shall either Party be liable to the other Party for any special, consequential act or punitive damages arising omission of any other telecommunications company providing a portion of a service under or related to this Agreement. The Indemnified . C. Neither Party is liable for damages to the other Party’s terminal location, Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s willful misconduct. D. Except for any indemnification obligations of the Parties hereunder, each Party's liability to the other for any claim, loss, injury, liability or expense including reasonable attorneys' fees relating to arising from any cause whatsoever, whether based in contract negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed. E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to Customer or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the Indemnifying amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not to place in connection with its tariffs or contracts such limitations of liability, and the Indemnified Party’s performance or execution hereof except other Party incurs a loss as a result of thereof, such Indemnified Party’s gross negligenceParty shall, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related caused by the other Party's negligence or willful misconduct, indemnify and reimburse the other Party for that portion of the loss that would have been limited had the first Party included in its tariffs and contracts the limitations of liability that such other Party included in its own tariffs at the time of such loss. F. Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of G. Neither Party assumes liability for the accuracy of the data provided to it by the other Party. H. To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstances covered by such specific provision, the liability or limitation of liability contained in such specific provision shall apply. I. Except to the extent caused by the indemnified Party's gross negligencenegligence or willful misconduct, bad faiththe Party providing services hereunder, willful misconduct its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or reckless disregard of its duties damage arising from the receiving Party's use of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations services provided under this paragraph shall survive Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the termination content of the receiving Party's own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company's use or reliance on the providing Party's services, actions, duties or obligations arising out of this Agreement. J. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE. K. The obligations of the Parties contained within this section XVI shall survive the expiration of this Agreement.

Liability and Indemnification. Each Party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event A. Neither party shall either Party be liable to the other Party under this Agreement for any specialindirect, consequential incidental, consequential, punitive or punitive damages arising under or related to this Agreement. The Indemnified Party special damages, including without limitation, lost profits, regardless of the form of action. B. Neither party shall not be liable to the Indemnifying Party in connection with other for any act or omission of any other telecommunications company providing a portion of a service, nor shall either party hold liable any other telecommunications company providing a portion of a service for any act or omission of BellSouth or Carrier. C. Neither party is liable for damages to the Indemnified Partyother party’s performance or execution hereof except as terminal location, POI nor customer’s premises resulting from the furnishing of a result service, including but not limited to the installation and removal of such Indemnified Partyequipment and associated wiring, unless the damage is caused by a party’s gross negligenceor willful negligence or intentional misconduct. D. Each party shall be indemnified, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement defended and held harmless by the Indemnifying Party other party against any claim, loss or damage arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or infringement of copyright arising from the other party’s own communications; 2) Claims for patent infringement arising from combining or using the E. Neither party assumes liability for the accuracy of the data provided to it by the other party. F. Neither party guarantees or makes any action warranty with respect to its services when used in an explosive atmosphere. G. No license under patents (other than the limited license to use) is granted by either party or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release implied or arise by estoppel, with respect to any service offered pursuant to this Agreement. H. Each party’s failure to provide or maintain services offered pursuant to this Agreement shall be excused by labor difficulties, governmental orders, civil commotion, criminal actions taken against them, acts of God and other circumstances beyond their reasonable control. I. The obligations of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under parties contained within this paragraph section shall survive the termination expiration of this Agreement.

Liability and Indemnification. Each Party A. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THIS SECTION XVI, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY (the “Indemnifying Party”) agreesINCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, at its expenseLOST REVENUES, to defendLOST SAVINGS, indemnify and hold the other Party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”OR LOST PROFITS SUFFERED BY THE OTHER PARTY), harmless from any and all claimsREGARDLESS OF THE FORM OF ACTION, demandsWHETHER IN CONTRACT, damagesWARRANTY, costsSTRICT LIABILITY, expensesOR TORT, suitsINCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance hereunder or execution hereof, except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT. B. Neither Party shall either Party be liable to the other Party for any specialact or omission of any other telecommunications company providing a portion of a service under this Agreement. C. Neither Party is liable for damages to the other Party’s terminal location, consequential Point of Interface (POI), equipment, nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and removal of equipment and associated wiring, unless the damage is caused by a Party’s gross or punitive damages willful negligence or intentional misconduct. D. Each Party shall be indemnified, defended and held harmless by the other Party against any claim, loss or damage arising from the other Party’s acts or omissions under this Agreement, including without limitation: 1) Claims for libel, slander, invasion of privacy, or related infringement of copyright arising from the other Party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either Party in connection with facilities or equipment furnished by either Party or either Party’s customer; 3) any claim, loss, or damage claimed by a customer of either Party arising from services provided by the other Party under this Agreement; or 4) all other claims arising out of an act or omission of the other Party in the course of using services provided pursuant to this Agreement. The Indemnified Each Party’s liability E. A Party may, in its sole discretion, provide in its tariffs and contracts with its Customer and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to the Indemnifying Customer or third Party in connection with the Indemnified Party’s performance for (i) any Loss relating to or execution hereof except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination arising out of this Agreement., whether in contract, tort or otherwise, that exceeds the amount such Party would have charged that applicable person for the service, product or function that gave rise to such Loss and (ii)