Subject to the limitations on liability set forth in Section 8(a) hereof, each party shall indemnify, defend and hold harmless the other parties from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees and expenses) incurred by the other party or any of its Affiliates or Representatives caused by or arising out of the willful misconduct or gross negligence of such indemnifying party in the performance or non-performance of its obligations hereunder or the breach by such indemnifying party of any of the express provisions hereof.  The Affiliates and Representatives of each of the parties shall be express and intended third-party beneficiaries of this Section 8(b).  Notwithstanding anything to the contrary contained herein, the liability of any party under this Section 8(b) shall not exceed the aggregate amount of Fixed Fees paid by BH during the Term.