Common use of Indemnification Limitation of Liability Clause in Contracts

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive (a) The Fund, as sole owner of the termination Property, agrees to indemnify and hold Chase and Chase's directors, officers, agents and employees (collectively the "Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees ("Losses") that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which Chase is authorized to rely pursuant to the terms of this Agreement. a. The Participant hereby (b) In addition to and not in limitation of paragraph (a) immediately above, the Fund also agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, Indemnitees and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) them harmless from and against any lossand all Losses that may be imposed on, liabilityincurred by, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trustasserted against, the Distributor Indemnitees or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant in connection with or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraudChase's performance under this Agreement, provided the Indemnitees have not acted with negligence or bad faith, faith or engaged in willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to (c) Chase shall indemnify and hold the Fund harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinand all Losses, in light of the circumstances under which they were madebut excluding attorneys' fees and expenses, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of or attributable to Chase's breach of any Distributor-Indemnified Party’s own fraud, material terms of this Agreement or Chase's bad faith, negligence or willful misconduct; provided the Fund in respect of such Losses, gross has not acted in bad faith or with negligence or reckless disregard of its duties hereunderengaged in willful misconduct. c. Notwithstanding anything (d) Anything in this Agreement to the contrary notwithstanding in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent no event shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall Chase be liable for any action taken or omittedincidental, indirect, special, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect consequential losses or consequential loss or damage damages of any kind whatsoever (including but not limited to lost profits)whatsoever, even if Chase is advised of the likelihood of any such loss or damage and regardless of the form of action. In no event shall action in which any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; such loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authoritydamage may be claimed. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive (a) The Fund, as sole owner of the termination Property, agrees to indemnify and hold Chase and Chase's directors, officers, agents and employees (collectively the "Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of- pocket and incidental expenses and legal fees ("Losses") that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which Chase is authorized to rely pursuant to the terms of this Agreement. a. The Participant hereby (b) In addition to and not in limitation of paragraph (a) immediately above, the Fund also agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, Indemnitees and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) them harmless from and against any lossand all Losses that may be imposed on, liabilityincurred by, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trustasserted against, the Distributor Indemnitees or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant in connection with or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraudChase's performance under this Agreement, provided the Indemnitees have not acted with negligence or bad faith, faith or engaged in willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to (c) Chase shall indemnify and hold the Fund harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinand all Losses, in light of the circumstances under which they were madebut excluding attorneys' fees and expenses, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of or attributable to Chase's breach of any Distributor-Indemnified Party’s own fraud, material terms of this Agreement or Chase's bad faith, negligence or willful misconduct; provided the Fund in respect of such Losses, gross has not acted in bad faith or with negligence or reckless disregard of its duties hereunderengaged in willful misconduct. c. Notwithstanding anything (d) Anything in this Agreement to the contrary notwithstanding in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent no event shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall Chase be liable for any action taken or omittedincidental, indirect, special, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect consequential losses or consequential loss or damage damages of any kind whatsoever (including but not limited to lost profits)whatsoever, even if Chase is advised of the likelihood of any such loss or damage and regardless of the form of action. In no event shall action in which any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; such loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authoritydamage may be claimed. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 (a) The Adviser shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify indemnify, defend and hold harmless the DistributorSHIM and its respective affiliates, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Personsmembers, directors, officers, employees and shareholders, employees, representatives, agents, attorneys, successors and each personassigns (collectively, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-SHIM Indemnified PartyParties”) harmless from and against any lossand all claims, liabilityliabilities, cost obligations, judgments, causes of action, costs and expense expenses (including reasonable attorneys’ fees) (collectively, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision in connection with or arising out of this Agreement; (ii) , including but not limited to any failure on material breach of this Agreement by the part Adviser, the Trust, and/or the Subsidiary, or any disclosure in any registration statement of the Participant to perform any of its obligations set forth in this Agreement; Fund (iii) any failure except disclosure about SHIM that has been specifically approved by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(sSHIM)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading except to the extent that such statement Losses are the result of any grossly negligent act or omission relates to the Shares or any Participant-of a SHIM Indemnified Party unlessParty. (b) SHIM shall indemnify, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context defend and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to hold the Trust, the Distributor or Adviser, the Transfer Agent reasonably believed by any of them to be genuine Subsidiary and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraudtheir respective affiliates, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Personsmembers, directors, trustees, officers, employees and shareholders, employees, representatives, agents, attorneys, successors and each personassigns (collectively, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-USCF Indemnified PartyParties”) harmless from and against any and all Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Ordersany material breach of this Agreement by SHIM, except for data provided by the other or (ii) mistakes or errors any disclosure in the Fund’s registration statement about SHIM that has been specifically approved by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth hereinSHIM, or expressly incorporated herein by reference(iii) the gross negligence or willful misconduct of SHIM, and no implied covenants as applicable, in performing or satisfying its obligations shall be read into under this Agreement. f. In (c) Except as otherwise expressly provided herein, in no event shall the absence of fraudTrust, bad faith, gross negligence, willful misconduct, the Adviser or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall SHIM be liable for any action taken or omittedindirect, or for any error of judgment madeincidental, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits)damages, even if the party or an authorized representative thereof has been advised of the likelihood possibility of such loss damages. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith; thus, nothing in this Agreement shall in any way constitute a waiver or damage and regardless limitation on any rights which a party may have under the federal securities laws. (d) Promptly after receipt by any SHIM Indemnified Party or USCF Indemnified Party (collectively, the “Indemnified Party”) of notice of the form commencement of any action, the Indemnified Party shall, if indemnification is to be sought against the other party (the “Indemnifying Party”), notify the Indemnifying Party in writing of the commencement thereof, but the omission to notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder only to the extent that such omission results in the forfeiture by the Indemnifying Party of rights or defenses with respect to such action. In no event any action or proceeding, following provision of proper notice by the Indemnified Party of the existence of such action, the Indemnified Party shall be entitled to participate in any such action and to assume the defense thereof, with counsel of its choice, and after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense of the action, the Indemnifying Party shall not be liable under this Agreement to another such Indemnified Party hereunder for any attorneys’ fees subsequently incurred by the Indemnified Party. The Indemnified Party shall cooperate in the defense of settlement of claims so assumed. The Indemnifying Party shall not be liable hereunder for the settlement by the Indemnified Party for any claim or demand unless it has previously approved the acts settlement or omissions it has been notified of such claim or demand and has failed to provide a defense in accordance with the provisions hereof. In the event that the Indemnifying Party assumes the defense of the CNS Clearing Processaction, DTCin negotiating any settlement the Indemnifying Party shall use commercially reasonable efforts to avoid any negative reputational or legal consequences to the Indemnified Party, NSCC, and the Custodian Indemnified Party shall have the right to approve the terms of any settlement as to any such reputational or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay legal consequences in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authoritydiscretion. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 Borrower shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent Bank and each of its affiliates and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees agents and agentsadvisors (each, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a an “Participant-Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs and expenses (including without limitation reasonable attorneys’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including without limitation in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Credit Documents, any Collateral, any of the transactions contemplated herein or the actual or proposed use of the proceeds of any Advance or the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the Collateral or any of the assets, properties or operations of Borrower, any Subsidiary or any predecessor in interest, directly or indirectly, except to the extent such claim, damage, loss, liability, cost and or expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by results from such Participant-Indemnified Party as a result of (i) any Party’s gross negligence or willful misconduct or willful breach by the Participant of any provision of this Agreement; (ii) any failure on . In the part case of an investigation, litigation or other proceeding to which the Participant to perform any of its obligations set forth indemnity in this Agreement; (iii) any failure §11.23 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Participant to comply with applicable Law; (iv) representations by any Distributor-Borrower, its directors, shareholders or creditors or an Indemnified Party or any Participant Client about the Shares other Person or any Participant-Indemnified Party (including is otherwise a party thereto and whether or not the Trust and/or Fund(s)) that is transactions contemplated hereby are consummated. Borrower hereby waives and agrees not included in the Trust’s then-current Prospectus; (v) to assert any untrue statement or alleged untrue statement claim against Bank, any of a material fact contained in any Section 8.b Materials its affiliates, or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its their respective subsidiaries, Affiliated Persons, directors, officers, employees and agentsemployees, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for agents and advisers, on any action taken or omittedtheory of liability, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect indirect, consequential, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement punitive damages arising out of or causedotherwise relating to the Credit Documents, directly any of the transactions contemplated herein or indirectly, by circumstances beyond its reasonable control, including without limitation: acts therein or the actual or proposed use of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts the proceeds of any civilAdvance. To the extent that any of the indemnities required from Borrower under this §11.23 are unenforceable because they violate any Applicable Law or public policy, military or governmental authorityBorrower shall pay the maximum amount which it is permitted to pay under Applicable Law. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This (a) To the fullest extent permitted by Applicable Law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company from and against any and all Claims or other amounts arising from any and all Claims, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, however, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 10 9.1, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.1 shall survive be made only out of the termination assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or lend any monies or property to the Company to enable it to effectuate such indemnification. Except as required by the Act, and to the fullest extent such limitation is permitted by Applicable Law, no Member shall owe any fiduciary or other duties (including any duty of loyalty or duty of care) to the Company or the other Members. The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members of a limited liability company to eliminate fiduciary duties. (b) To the fullest extent permitted by Applicable Law, expenses (including legal fees and expenses) incurred by an Indemnitee shall, from time to time, be advanced by the Company prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 9.1. (c) The indemnification provided by this Section 9.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. (d) The Company may purchase and maintain insurance on behalf of the Indemnitees, the Company and its Affiliates and such other Persons as the Company shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”e) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision For purposes of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust9.1, the Distributor or the Transfer Agent reasonably believed by any of them to Company shall be genuine and deemed to have been given requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard it of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the ParticipantCompany also imposes duties on, its respective subsidiariesor otherwise involves services by, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within it to the meaning of Section 15 plan or participants or beneficiaries of the 1933 Act (each a plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to Applicable Law shall constitute “Distributor-Indemnified Partyfines”) from ; and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for omitted by it with respect to any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability employee benefit plan in the performance of its duties hereunderfor a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company. (f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.1 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (g) The provisions of this Section 9.1 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. (h) No amendment, modification or repeal of this Section 9.1 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company or the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 9.1 as in effect immediately prior to such amendment, modification or repeal with respect to Claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such Claims may arise or be asserted. (i) THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 9.1 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Indemnification Limitation of Liability. This Section 10 4.1 Agent shall survive indemnify and hold harmless P2, its officers, employees and customers from and against any and all claims, losses, liabilities, demands, suits, judgments, damages, expenses of any nature, or sums of money awarded to any party and accruing against P2 that directly or indirectly arise out of or as a result of any act and/or omission of Agent, its employees, representatives or sub-agents while engaged in, or in connection with, the termination discharge or performance of the services to be done or performed by Agent hereunder, including but not limited to: (a) a breach of the Agreement by Agent; (b) Agent’s taxes, liabilities, costs or expenses of its business; (c) any negligent, reckless or willful act or omission of Agent, its employees, agents, servants, or contractors; or (d) any advertisement or promotional material distributed, broadcast, or in any way disseminated by Agent, or on behalf of Agent, unless such material has been produced or approved in writing by P2. Agent shall also hold P2 harmless from any and all claims and/or liens for labor, services or materials furnished to P2 in connection with the performance of Agent's obligations under this Agreement. a. The Participant 4.2 Agent understands that Agent’s appointment herein may subject to the rules and regulations of the Federal Communications Commission (FCC) and the various regulatory authorities of each state, and Agent hereby agrees to indemnify be fully responsible for all of Agent’s employees, agents and hold harmless the Distributorrepresentatives and to abide by all laws, Trustrules, Fundsregulations, Transfer Agent administrative decisions and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 pronouncements of the 1933 Act (each a “Participant-Indemnified Party”) from FCC and against all such regulatory authorities. 4.3 Agent understands that it is responsible for any lossorders submitted to P2, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by well as for the Participant of any provision of this Agreement; (ii) any failure on the part correctness of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) information that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or orders. Any disputes regarding the validity of an order that results in the imposition of monetary consequences on P2 shall be reimbursed to P2 by Agent fully and immediately. P2 may obtain such reimbursement through a deduction in any alleged omission Commissions owed by P2 to state therein a material fact required to be stated therein or necessary to make Agent. In the statements therein, in light event the amount of the circumstances Commissions owed is insufficient to fully reimburse P2 pursuant to this paragraph, Agent agrees to fully and immediately pay P2 the remainder. 4.4 P2 will have no liability to Agent for Commissions that might have been earned under which they were made, not misleading, other than this Agreement but for the inability or failure of P2’s Carriers to provide Services to any statement made person or omitted legal entity solicited by Agent or in reliance upon information provided to the Distributor, the Trust event of discontinuation or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions modification of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunderServices. c. Notwithstanding anything 4.5 In connection with the services to the contrary in rendered under this Agreement, the DistributorAgent shall not engage in any pyramid scheme or multilevel marketing plan which violates any state or federal laws. Specifically, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything marketing activities to the contrary in be carried out under this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable not engage in any plan or operation wherein a person acquires the opportunity to each other for any Losses under this Agreement arising out receive a pecuniary benefit which is based upon the inducement of (i) mistakes additional persons by that person, and/or others, regardless of number, to participate in such plan or errors in data provided in connection with Ordersoperation, except for data provided by and is not contingent on the other or (ii) mistakes or errors by or out volume of interruptions or delays of communications with a service provider P2’s services sold to the Trustpublic. e. Each 4.6 Agent agrees not to violate any FCC or state rules. Agent agrees to fully and immediately reimburse P2 and the employees, officers, directors, partners, shareholders, successors, assigns and independent contractors of the ParticipantP2, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth hereinfor all claims, damages, liabilities or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage expense of any kind whatsoever description (including but not limited to lost profits)reasonable attorneys fees and costs) arising out the violation by Agent or any of Agent’s employees, even if advised agents or representatives of the likelihood any applicable FCC and/or state rules. Agent further agrees that Agent will not settle without consulting with P2 and obtaining P2’s prior written consent. Agent must also allow P2 to participate in its own defense at Agent’s expense. 4.7 Agent shall be solely and singularly responsible for payment of any compensation owed to Agent’s employees, sub-agents or representatives. Nothing contained herein shall be construed to create any obligation by P2 whatsoever to pay compensation of any kind to any of Agent’s employees, sub-agents or representatives. Agent warrants and represents that it shall fully and faithfully pay compensation owed to its employees, sub-agents and representatives in accordance with its own internal policies and procedures. Agent shall indemnify and hold harmless P2 from and against any and all claims by any of Agent’s employees, sub-agents or representatives for payment of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications servicecompensation. h. None of the Distributor4.8 NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY STATED OR IMPLIED HEREIN, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or causedP2 SHALL NOT BE LIABLE TO AGENT WITH RESPECT TO THE AGREEMENT EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF P2. P2 WILL NOT BE LIABLE FOR ANY INDIRECT, directly or indirectlyINCIDENTAL, by circumstances beyond its reasonable controlSPECIAL, including without limitation: acts of God; earthquakes; extreme weather eventsPUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, including blizzardsINCLUDING BUT NOT LIMITED TO THE LOSS OF COMMISSIONS THAT MIGHT HAVE BEENEARNED, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authorityTHAT ARISE OUT OF OR RELATE TO THIS AGREEMENT. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive (a) The Borrower, to the termination of this Agreement. a. The Participant hereby maximum extent permitted by applicable law, agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and each Lender and each of their affiliates and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees and agents, and each personadvisors (each, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a an “Participant-Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans (collectively, “Indemnified Liabilities”), except to the extent such claim, damage, loss, liability, cost and cost, or expense (including reasonable attorneys’ feesis found in a final, collectively “Losses”) incurred non-appealable judgment by a court of competent jurisdiction to have resulted from such Participant-Indemnified Party as a result Party’s gross negligence or willful misconduct. In the case of (i) any breach an investigation, litigation or other proceeding to which the indemnity in this Section 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform Borrower or any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-directors, shareholders or creditors or an Indemnified Party or any Participant Client about the Shares other Person or any Participant-Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (including the Trust and/or Fund(s)whether direct or indirect, in contract or tort or otherwise) that is not included in the Trust’s then-current Prospectus; (v) to it, any untrue statement or alleged untrue statement of a material fact contained in its Subsidiaries, any Section 8.b Materials guarantor, or any alleged omission security holders or creditors thereof arising out of, related to state therein a material fact required to be stated therein or necessary to make in connection with the statements thereintransactions contemplated herein, in light of the circumstances under which they were made, not misleading except to the extent that such statement or omission relates to the Shares or any Participantliability is found in a final non-Indemnified Party unless, in either case, such representation, statement or omission was included appealable judgment by the Participant at the written direction a court of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and competent jurisdiction to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-directly resulted from such Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Lender, any of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participanttheir affiliates, its or any of their respective subsidiaries, Affiliated Persons, directors, officers, employees and employees, attorneys, agents, and each personadvisers, if anyon any theory of liability, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect indirect, consequential, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement punitive damages arising out of or causedotherwise relating to the Loan Documents, directly any of the transactions contemplated herein or indirectly, by circumstances beyond its reasonable control, including without limitation: acts the actual or proposed use of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction the proceeds of utilities or computer or internet services; labor disputes; acts the Loans. (b) Without prejudice to the survival of any civilother agreement of the Borrower hereunder, military or governmental authoritythe agreements and obligations of the Borrower contained in this Section 11.9 shall survive the payment in full of the Loans and all other amounts payable under this Agreement. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 6.01 IntraLase shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify indemnify, defend, and hold harmless the DistributorLicensor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Personsits officers, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) agents from and against any lossall claims, liabilitylosses, cost costs, damages, fees and expense (expenses, including reasonable attorneys’ feesattorney’s fees for all third party claims arising out of, collectively “Losses”) incurred by such Participantor relating to, IntraLase’s and/or any sub-Indemnified Party as a result licensee’s commercial distribution of Licensed Products, including but not limited to, any product liability claims; provided, however, that: (i) any breach by the Participant Licensor shall notify IntraLase promptly upon becoming aware of any provision such claim or loss or the reasonable probability of this Agreement; the assertion of any such claim or loss, and (ii) Licensor shall provide reasonable assistance to IntraLase in the defense of any failure on such claim. Licensor shall have the part of the Participant sole right to perform defend any such claim using counsel of its obligations choosing; provided, however, that Licensor shall have the right to retain independent counsel at his sole expense. (a) Upon a finding of fraud or a finding of misrepresentation or material breach by Licensor of a representation of warranty set forth in Section 5.01 by a court of appropriate jurisdiction in a final, unappealable decision, Licensor’s liability to IntraLase for any exemplary and compensatory damages or otherwise shall be limited to the aggregate of the amounts paid to Licensor hereunder during the 24 month period prior to the date of such judicial decision. (b) Upon a finding of material breach of this Agreement; Agreement by Licensor (iii) any failure by the Participant other than a breach of warranty pursuant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(sSection 6.02(a)) that is not included by a court of appropriate jurisdiction in a final, unappealable decision, Licensor’s liability to IntraLase for any exemplary and compensatory damages or otherwise shall be limited to the Trust’s then-current Prospectus; aggregate of the amounts paid to Licensor hereunder during the 9 month period prior to the date of such judicial decision. (vc) any untrue statement Upon a final judicial decision against Licensor as described in either subsection 6.02(a) or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make 6.02(b), IntraLase shall have the statements thereinright, in light of the circumstances under which they were madeits sole discretion, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of to: (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in terminate this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under retain this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications servicein effect. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive Each Seller hereby agrees, subject to the termination provisions of this Agreement. a. The Participant hereby agrees Section 11.1, to save, protect, defend indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent Purchaser and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) Purchaser’s affiliates from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) all Losses or Claims incurred by such Participant-Indemnified Party as a result Purchaser or its affiliates by reason of (i) any breach by the Participant of any provision of the representations and warranties or covenants made by such Seller in this Agreement; Agreement (subject, however, to any limitations on liability with respect to the same set forth herein, including in this Section 11.1 and, in the case of any breach of any representation or warranty by a Seller, as further described in Section 9.3, no Seller shall have any obligation with respect thereto to the extent any claim under this Section 11.1 is made by Purchaser after the expiration of the applicable survival and claim period with respect to such representation or warranty) and (ii) any failure on action or inaction of such Seller or such Seller’s property managers (but not for matters arising after the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included Closing in the Trustcase of property managers that Purchaser retains or with respect to Purchaser’s thenWARN Act Obligations) for such Seller’s Hotel Assets with respect to employment matters, including, but not limited to, employment-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinrelated taxes, in light of the circumstances under which they were madepolicies, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context benefit plans and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Personpractices. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary contained herein, if the Closing occurs (and Purchaser shall not have, in this Agreementwriting, expressly waived, relinquished or released any applicable rights in further limitation), the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations liability of the U.S. federal each Seller arising pursuant to or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer representations, warranties, indemnifications, covenants or sale other obligations (whether express or implied) of Shares and for such Seller under this Agreement (or any oral document executed or written representation or warranty by Participant that is not contained delivered in connection herewith, other than the Purchaser Holdco Operating Agreement) shall not, in the Prospectus. d. Notwithstanding anything aggregate, exceed an amount equal to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent (a) such Seller’s Pro Rata Share multiplied by (b) $30,000,000.00. No Seller shall be liable to each Purchaser in respect of the representations, warranties, indemnifications, covenants or other for any Losses obligations (whether express or implied) of such Seller under this Agreement arising out of (i) mistakes or errors in data provided any document executed or delivered in connection with Ordersherewith, except for data provided by other than the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider Purchaser Holdco Operating Agreement to the Trust. e. Each extent provided therein, if at all) unless and until the aggregate sum of such obligations of all of the ParticipantSellers exceeds $10,000,000.00, Distributor and Transfer Agent undertakes to perform at which point such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, Seller shall be liable for any action taken or omittedthe full amount of its obligations, or subject, however, to the limit set forth in the previous sentence. The indemnity obligations of the Sellers with respect to the Pending Litigation contained in Section 10.4 shall not be subject to the foregoing limitations of liability and shall not be included in the calculations made pursuant to this Section 11.1. W2007 Equity Inns Senior Mezz, LLC hereby joins this Section 11.1 solely for the purpose of sharing liability, on a joint and several basis, with the Sellers of the First Pool Assets for any error amounts owed by such Sellers under this Section 11.1, as determined by a final (i.e., non-appealable) order of judgment madea court of competent jurisdiction (subject to the same limitations of liability set forth above in this Section 11.1). W2007 Equity Inns Partnership, L.P. hereby joins this Section 11.1 solely for the purpose of sharing liability, on a joint and several basis, with the Sellers of the Second Pool Assets for ninety-nine percent (99%) of any amounts owed by such Sellers under this Section 11.1, as determined by a final (i.e., non-appealable) order of a court of competent jurisdiction (subject to the same limitations of liability set forth above in this Section 12.1). W2007 Equity Inns Trust hereby joins this Section 11.1 solely for the purpose of sharing liability, on a joint and several basis, with the Sellers of the Second Pool Assets for one percent (1%) of any amounts owed by such Sellers under this Section 11.1, as determined by a final (i.e., non-appealable) order of a court of competent jurisdiction (subject to the same limitations of liability set forth above in this Section 12.1). The provisions of this Section 11.1 shall survive the Closing or any termination of this Agreement. Nothing herein shall be construed to modify or limit any offset rights with respect to breach of obligations by Sellers hereunder expressly set forth in the performance of their duties hereunderPurchaser Holdco Operating Agreement. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This (a) Subject to Section 10 6.04(b), (i) a Member, in its capacity as such, shall survive have no fiduciary or other duty to the termination Company, any other Member or any other Person that is a Party or is otherwise bound by this Agreement other than the implied contractual covenant of good faith and fair dealing and (ii) such Member shall not be liable in damages to the Company, any other Member or any other Person that is a Party or is otherwise bound by this Agreement by reason of, or arising from or relating to the operations, business or affairs of, or any action taken or failure to act on behalf of, the Company, except to the extent that it is determined by a final, non-appealable order of a court of competent jurisdiction that any of the foregoing was caused by (x) a breach or violation of the implied contractual covenant of good faith and fair dealing or the duties imposed by Section 6.04(b), (y) actual fraud or willful misconduct, or, (z) with respect to any criminal action or proceeding, conduct of a Member that such Member had reasonable cause to believe was unlawful. (b) Except with respect to the Managing Member’s Right to Compete and the fiduciary duties related thereto, which duties are hereby disclaimed, the Managing Member shall have fiduciary duties of loyalty and care to the Company similar to that of directors and officers of for-profit corporations organized under the General Corporation Law of the State of Delaware. (c) To the maximum extent permitted by applicable law, but subject to the provisions of this Agreement. a. The Participant hereby agrees to indemnify Section 6.04, the Members and hold harmless the DistributorManaging Member (each an “Indemnitee”), Trusteach as provided below, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agentswill not be liable for, and each personwill be indemnified and held harmless by the Company against, if anyany and all claims, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any lossactions, liabilitydemands, cost and expense (losses, damages, liabilities, costs or expenses, including reasonable attorneys’ fees, collectively court costs, and costs of investigation, actually and reasonably incurred by any such Indemnitee (collectively, “Indemnified Losses”) incurred by arising from any civil, criminal or administrative proceedings in which such Participant-Indemnified Party Indemnitee may be involved, as a result of (i) any breach party or otherwise, by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any reason of its obligations set forth in this Agreement; (iii) any failure by being a Member or the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party Managing Member, whether or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required it continues to be stated therein such at the time any such Indemnified Loss is paid or necessary to make the statements thereinincurred, in light of the circumstances under which they were made, not misleading except to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved foregoing is determined by the Distributor and the Trust; and (vi) actions a final, non-appealable order of such Participant-Indemnified Party in reliance upon any instructions issued a court of competent jurisdiction to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) with respect to the Managing Member, have been caused by any breach of the duties imposed by the Distributor of any provision of this Agreement; Section 6.04(b), (ii) any failure on the part with respect to all Indemnitees, have been caused by a willful breach of the Distributor to perform any terms of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust Agreement or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own actual fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconductmisconduct or bad faith of such persons, or reckless disregard on its part(iii) with respect to criminal matters, neither have occurred in connection with activity that an Indemnitee had reason to believe was unlawful. IT IS THE EXPRESS INTENT OF THE PARTIES THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ANY LOSS THAT HAS RESULTED FROM OR IS ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF THE INDEMNITEE. (d) To the Distributor nor the Transfer Agentmaximum extent permitted by applicable law, whether acting directly expenses incurred by an Indemnitee in defending any proceeding (except a proceeding by or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance right of their duties hereunderthe Company or brought by any of the Members against such Indemnitee), will be paid by the Company in advance of the final disposition of the proceeding, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay such amount if such Indemnitee is determined pursuant to this Section 6.04 or adjudicated to be ineligible for indemnification, which undertaking will be an unlimited general obligation of the Indemnitee but need not be secured unless so determined by the Managing Member. g. In (e) Any indemnification pursuant to this Section 6.04 will be made only out of the assets of the Company and will in no event cause any Member to incur any personal liability nor shall it result in any Party liability of the Members to any third party. (f) The rights of indemnification provided in this Section 6.04 are in addition to any rights to which an Indemnitee may otherwise be liable for special, indirect or consequential loss or damage of any kind whatsoever entitled by contract (including but not limited to lost profits), even if advised advancement of the likelihood expenses) or as a matter of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications servicelaw. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive (a) Whether or not the termination of this Agreement. a. The Participant transactions contemplated hereby are consummated, the Borrower agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent each Agent-Related Person and each Lender and each of their Affiliates and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees and agents, and each personadvisors (each, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a an “Participant-Indemnified Party”) from and against any lossand all claims, liabilitydamages, cost losses, liabilities, and expense reasonable, documented out-of-pocket costs and expenses (including limited, in the case of counsel, to the reasonable and documented attorneys’ feesfees of one primary counsel to the Indemnified Parties, collectively “Losses”taken as a whole, and an additional single local counsel in each applicable local jurisdiction for all such Indemnified Parties (and, to the extent reasonably necessary in the case of an actual or perceived conflict of interest, one additional counsel for all similarly situated affected Indemnified Parties)) that may be incurred by or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans or the Letters of Credit (all of the foregoing, collectively, the “Indemnified Liabilities”), except to the extent that any such Participant-Indemnified Party as a result of Liability (i) any breach is found by a judgment or determination of a court of competent jurisdiction to arise from the Participant bad faith, willful misconduct or gross negligence of any provision of this Agreement; such Indemnified Party or such Indemnified Party’s affiliates, directors, officers, employees, advisors or agents, (ii) is found by a judgment or determination of a court of competent jurisdiction to have resulted from a breach in any failure on the part material respect of the Participant to perform any obligations of its obligations set forth in this Agreement; such Indemnified Party under the Loan Documents or (iii) arises out of or in connection with any failure claim, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of the Borrower’s affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than any such claim, litigation, investigation or proceeding brought against any Indemnified Party solely in its capacity as such or in fulfillment of its role as an Agent, Arranger or similar role under the Revolving Credit Facility). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Participant to comply with applicable Law; (iv) representations by any Distributor-Borrower, its directors, shareholders or creditors or an Indemnified Party or any Participant Client about the Shares other Person or any Participant-Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (including the Trust and/or Fund(s)whether direct or indirect, in contract or tort or otherwise) that is not included in the Trust’s then-current Prospectus; (v) to it, any untrue statement or alleged untrue statement of a material fact contained in its Subsidiaries, any Section 8.b Materials Guarantor, or any alleged omission security holders or creditors thereof arising out of, related to state therein a material fact required to be stated therein or necessary to make in connection with the statements thereintransactions contemplated herein, in light of the circumstances under which they were made, not misleading except to the extent that such statement liability is found by a judgment or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction determination of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions a court of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and competent jurisdiction to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-resulted from such Indemnified Party’s own fraudgross negligence, bad faith, faith or willful misconduct. Neither any Agent-Related Person, gross negligence or reckless disregard nor any Lender, nor any of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participanttheir Affiliates, its nor any of their respective subsidiaries, Affiliated Persons, directors, officers, employees and agentsemployees, and each personattorneys, if anyagents or advisors (collectively, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified PartyAgent/Lender Entities”) from shall be liable, on any theory of liability, for (and the Borrower and its Affiliates agree not to assert any claim against any Losses incurred by such Distributor-Indemnified Party as a result of (iAgent/Lender Entity for) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect indirect, consequential or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement punitive damages arising out of or causedotherwise relating to the Loan Documents, directly any of the transactions contemplated therein or indirectlythe actual or proposed use of the proceeds of the Loans. Neither the Borrower nor any of the Borrower’s affiliates nor any of their respective directors, by circumstances beyond its reasonable controlofficers, including without limitation: acts employees, attorneys, agents and advisors (collectively, the “Borrower Entities”) shall be liable, on any theory of God; earthquakes; extreme weather eventsliability, including blizzardsfor (and Agent-Related Persons, hurricanesLenders and their respective Affiliates agree not to assert any claim against any Borrower Entities for) any special, tornados thunder stormsindirect, fires and floods; wars; civil consequential or military disturbances; blackouts; terrorism; breakdowns punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated therein or the actual or proposed use of the proceeds of the Loans (other than in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts respect of any civil, military such damages incurred or governmental authoritypaid by any Indemnified Party to a third party in circumstances in which such Indemnified Party is otherwise entitled to indemnification in accordance with the terms of this Section 11.9) (b) The agreements and obligations of the Borrower contained in this Section 11.9 shall continue in effect notwithstanding the Facility Termination Date. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This The Adviser and any Sub-Adviser (and their officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons (as defined in the Investment Company Act) and any other person or entity affiliated with, or acting on behalf of the Adviser or Sub-Adviser) (each an “Indemnified Party” and, collectively, the “Indemnified Parties”), shall not be liable to the Fund for any action taken or omitted to be taken by any such Indemnified Party in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund (except to the extent specified in Section 10 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), and the Fund shall survive indemnify, defend and protect the termination Indemnified Parties (each of this Agreement. a. The Participant hereby agrees to indemnify whom shall be deemed a third party beneficiary hereof) and hold them harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any lossall damages, liabilityliabilities, cost costs and expense expenses (including reasonable attorneys’ fees, collectively fees and amounts reasonably paid in settlement) (“Losses”) incurred by such Participant-the Indemnified Party as a result of (i) any breach Parties in or by the Participant reason of any provision pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties’ duties or obligations under this Agreement; (ii) , any failure on the part Sub-Advisory Agreement, or otherwise as an investment adviser of the Participant Fund, to perform any of its obligations set forth in this Agreement; (iii) any failure the extent such Losses are not fully reimbursed by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereininsurance, in light of the circumstances under which they were made, not misleading and to the extent that such statement indemnification would not be inconsistent with the laws of the State of Delaware, the Investment Company Act or omission relates other applicable law, or the Declaration of Trust or Bylaws. Notwithstanding the preceding sentence of this Section 8 to the Shares contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of any Participant-Losses to the Fund or its shareholders to which the Indemnified Party unlessParties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in either case, such representation, statement or omission was included by the Participant at the written direction performance of the Trust Adviser’s duties or by reason of the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of the Adviser’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participantstaff thereunder). In addition, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 notwithstanding any of the 1933 Act foregoing to the contrary, the provisions of this Section 8 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (each a “Distributor-including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 8 to the fullest extent permitted by law. An Indemnified Party”Party shall be entitled to advances from the Fund for payment of the reasonable expenses (including reasonable counsel fees and expenses) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus it in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that matter as to which it is not contained seeking indemnification in the Prospectus. d. Notwithstanding anything manner and to the contrary in this Agreementfullest extent permissible under law. Prior to any such advance, none the Indemnified Party shall provide to the Fund a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Fund has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the Participant, Distributor, Trust or Transfer Agent following additional conditions shall be liable met: (a) the Indemnified Party shall provide a security in form and amount acceptable to each other the Fund for any Losses under this Agreement its undertaking; (b) the Fund is insured against losses arising out by reason of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other advance; or (iic) mistakes a majority of a quorum of disinterested non-party trustees of the Fund or errors by or out independent legal counsel, in a written opinion, shall have determined, based on a review of interruptions or delays of communications with a service provider facts readily available to the Trust. e. Each of Fund at the Participant, Distributor and Transfer Agent undertakes time the advance is proposed to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in that there is reason to believe that the performance of their duties hereunderIndemnified Party will ultimately be found to be entitled to indemnification. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 (a) Unless caused solely by an Indemnified Party's gross negligence or willful misconduct AND REGARDLESS OF WHETHER CAUSED BY AN INDEMNIFIED PARTY'S ORDINARY NEGLIGENCE, Mortgagor shall survive the termination of this Agreement. a. The Participant hereby agrees to protect, defend, indemnify and hold save harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) Parties from and against any lossall actual liabilities, liabilityobligations, cost claims, damages, penalties, causes of action, costs and expense expenses (including without limitation reasonable attorneys’ fees' fees and expenses (of counsel engaged by Mortgagee, collectively “Losses”rather than of all counsel engaged by all such Indemnified Parties)) imposed upon or incurred by such Participant-or asserted against any Indemnified Party as a result by reason of (ia) ownership of the Mortgage, the Mortgaged Property or any interest therein or receipt of any rents; (b) any breach by accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Participant Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) any use, nonuse or condition in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (d) performance of any provision labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof; (e) any actions taken by any Indemnified Party in the enforcement of this AgreementMortgage and the other Loan Documents; (iif) any failure to act on the part of the Participant to perform any of its obligations set forth in this AgreementIndemnified Party hereunder; (iiig) the payment or nonpayment of any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply brokerage commissions to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus party in connection with the offer or sale transaction contemplated hereby; and (h) the failure of Shares Mortgagor to file timely with the Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of Proceeds from Real Estate, Broker and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this AgreementBarter Exchange Transactions, none of the Participant, Distributor, Trust or Transfer Agent shall which may be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided required in connection with Ordersthis Mortgage, except for data provided or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Mortgage is made; provided, that the foregoing indemnification shall not include punitive damages as may be charged to the Indemnified Parties (as opposed to being claimed by the other or (ii) mistakes or errors Indemnified Parties against the Mortgagor). Any amounts payable to an Indemnified Party by or out of interruptions or delays of communications with a service provider to the Trust. e. Each reason of the Participant, Distributor application of this section shall become immediately due and Transfer Agent undertakes to perform such duties payable and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In bear interest at the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither Default Rate from the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential date loss or damage is sustained by such Indemnified Party until paid. The provisions of this Section 32 shall survive any termination, satisfaction or assignments of the Loan Documents or the entry of a judgment of foreclosure, sale of the Mortgaged Property by nonjudicial foreclosure sale, delivery of a deed in lieu of foreclosure or the exercise by Mortgagee of any kind whatsoever of its other rights and remedies under this Mortgage or the other Loan Documents. (including but b) Neither Mortgagee, nor any affiliate, officer, director, employee, attorney, or agent of Mortgagee, shall have any liability with respect to, and Mortgagor hereby waives, releases, and agrees not limited to lost profits)xxx any of them upon, even if advised any claim for any special, indirect, incidental, or consequential damages suffered or incurred by Mortgagor in connection with, arising out of, or in any way related to, this Mortgage or any of the likelihood of such loss other Loan Documents, or damage and regardless any of the form of action. In no event shall transactions contemplated by this Mortgage or any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Processother Loan Documents, DTCother than the gross negligence or willful misconduct of a Mortgagee. Mortgagor hereby waives, NSCCreleases, the Custodian and agrees not to xxx Mortgagee or any securities depositoryof Mortgagee's affiliates, clearing corporationofficers, exchange directors, employees, attorneys, or communications service. h. None agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Mortgage or any of the Distributorother Loan Documents, or any of the Transfer Agent transactions contemplated by this Mortgage or any of the Trust shall be liable for any failure transactions contemplated hereby except to the extent same is caused by the gross negligence or delay in the performance willful misconduct of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authoritya Mortgagee. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, the Trust, Fundsthe Transfer Agent, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this AgreementAgreement that relates to the Participant; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party the Participant, its employees or its agents or other representatives or any Participant Client about the Shares or Shares, any Participant-participant Indemnified Party (including or the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials research reports or marketing material prepared by Participant regarding the Funds or any of them or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading to the extent that such statement or omission relates to the Shares or any Participant-Participant Indemnified Party unless, in either case, such representation, statement statements or omission was made or included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved prepared by the Distributor and or the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them the Trust, the Distributor and/or the Transfer Agent to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any such Participant-Indemnified Party arising out of any the Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this AgreementAgreement that relates to the Distributor; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, misleading other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party the Participant in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions representations reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any such Distributor-Indemnified Party arising out of any the Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or the Distributor and the Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, Orders except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, the Distributor and the Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard or willful misconduct on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken taken, suffered or omitted, omitted or for any error of judgment made, made by any of them in the performance of their duties hereunder. g. . Neither the Distributor nor the Transfer Agent shall be liable for any error of judgment made in good faith unless the party exercising such good faith shall have been grossly negligence in ascertaining the pertinent facts necessary to make such judgment. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if such Parties have been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions omission of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. g. None of the Distributor, the Transfer Agent or the Trust shall be responsible or liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados and thunder storms, fires and fires; floods; warswards; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, civil or military authority or governmental authorityactions. i. h. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 16.1 ASPEN shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify BASF, and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, its directors, officers, employees employees, agents and agentstheir successors, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred infringement claims brought by a third party based on such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trustthird party’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading intellectual property only to the extent that such statement or omission relates claims relate to ASPEN’s manufacture of the Products, up to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction amount of the Trust or Price paid for the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized PersonProduct. The foregoing ASPEN shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken claims related to the use of the Products in any application. ASPEN shall have no liability for any claim of infringement resulting from compliance by ASPEN with BASF’s designs, specifications or omittedinstructions, or for any error of judgment made, in the performance event of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised modification of the likelihood of such loss or damage and regardless of the form of actionProducts by BASF. In no event shall ASPEN have any Party be liable under this Agreement to another Party liability for the acts or omissions any infringement in excess of the CNS Clearing Process, DTC, NSCC, purchase Price of the Custodian or any securities depository, clearing corporation, exchange or communications serviceinfringing Products. h. None 16.2 BASF shall indemnify and hold harmless ASPEN, and its directors, officers, employees, agents and their successors against third party claims resulting from BASF’s use of the DistributorProducts, the Transfer Agent whether alone or the Trust shall be liable in combination with other products, including, but not limited to, infringement of intellectual property rights. 16.3 ASPEN’s maximum liability for any failure or delay in the performance of its obligations or those of its agents under this Agreement losses and damages arising out of any cause whatsoever in connection with this Agreement shall in any event not exceed the sum of BASF’s payments for the products that are the subject of dispute. ASPEN shall provide to BASF a certificate evidencing its insurance coverage on BASF’s reasonable request. The aforesaid limitation of liability does not apply in cases of ASPEN’s willful misconduct or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authoritygross negligence. i. Neither the Transfer Agent nor the Distributor shall be required to advance16.4 OTHER THAN WITH RESPECT TO REPAYMENT OF THE PREPAYMENT BALANCE AS PROVIDED HEREUNDER, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunderAND FOR INDEMNIFICATION CLAIMS UNDER THIS SECTION 16, NO PARTY SHALL BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, OR OTHER INDIRECT LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT AND/OR THE PERMITTED USE OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY INFORMATION CREATED OR RECEIVED HEREUNDER, OR ARISING OUT OF NEGLIGENCE OR WILLFUL CONDUCT CAUSING PERSONAL INJURY OR TANGIBLE PROPERTY DAMAGE OF A THIRD PARTY OR ANY RESULTING OBLIGATION, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER CAUSE OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE.

Indemnification Limitation of Liability. This Section 10 shall survive (a) The Company undertakes the termination responsibility of performing all of its obligations contained in this Agreement. a. The Participant hereby agrees to indemnify Agreement and the Company will indemnify, defend and hold Brew Hub and its Affiliates harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any lossand all injuries, liabilityliabilities, cost losses, expenses, damages, actions, and expense (including judgments of whatsoever type or nature arising out of claims made by third parties, including, without limitation, reasonable attorneys’ fees' fees and expenses, collectively “Losses”) court costs, and other legal expenses ("Liability"), incurred by such Participant-Indemnified Party as a result of it or them in connection with any claim based upon or arising from: (i) any alleged or actual breach by the Participant Company of any provision of this Agreement; , or any act or omission of the Company, its Affiliates, or their employees or agents in the performance of this Agreement or otherwise in furtherance of the purposes hereof; (ii) any failure on the part death, bodily injury, or property damage resulting from handling or consumption of the Participant Product after delivery to perform any the Company in accordance with this Agreement; or (iii) Brew Hub's permitted use of the Company's trademarks in accordance with this Agreement. (b) Brew Hub undertakes the responsibility of performing all of its obligations set forth contained in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinAgreement and Brew Hub will indemnify, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify defend and hold the Company and its Affiliates harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses Liabilities incurred by such Distributor-Indemnified Party as a result of it or them in connection with any claim based upon or arising from: (i) any alleged or actual breach by the Distributor Bxxx Xxx of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus , or any alleged act or omission to state therein a material fact required to be stated therein or necessary to make the statements thereinof Brew Hub, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth hereinAffiliates, or expressly incorporated herein by reference, and no implied covenants their employees or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunderthis Agreement or otherwise in furtherance of the purposes hereof; or (ii) death, bodily injury, or property damage resulting from failure by Bxxx Xxx to follow the Formula in production of the Product. g. In no event shall any Party be liable for special(c) EXCEPT FOR WARRANTIES EXPRESSLY MADE IN THIS AGREEMENT, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits)BREW HUB MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND, even if advised of the likelihood of such loss or damage and regardless of the form of actionEXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing ProcessIN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, DTCINDIRECT, NSCCINCIDENTAL, the Custodian or any securities depositoryOR CONSEQUENTIAL DAMAGES, clearing corporationINCLUDING LOST PROFITS, exchange or communications serviceARISING OUT OF THIS AGREEMENT. IN NO EVENT SHALL BREW HUB BE LIABLE FOR DAMAGES IN EXCESS OF THE FEES PAID BY THE COMPANY TO BREW HUB UNDER THIS AGREEMENT. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. The Participant hereby 8.1 Each party agrees to indemnify indemnify, defend and hold harmless the Distributorother party and its affiliates, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officersofficers and employees (each, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a an “Participant-Indemnified Party”) ), from and against any lossand all third party claims, liabilitydemands, cost liabilities, suits, damages, expenses and expense costs (including reasonable attorneys’, experts’ feesand investigators’ fees and expenses) (collectively, collectively “LossesClaim(s)”) incurred by such Participant-the Indemnified Party as a result of arising from or related in whole or in part to the indemnifying party’s, or its affiliates’, or its directors’, officers’ or employees’: (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its Confidentiality obligations set forth in this Agreement; , including, but not limited to when such breach results in an Incident, (ii) infringement on the United States intellectual property rights of third parties, (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party intentional wrongful act or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; and/or (iv) breach of Data Quality and Transmission obligations; provided that (a) the party seeking indemnity promptly notifies the indemnifying party of any untrue statement or alleged untrue statement of a material fact contained Claim for indemnity and cooperates fully in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light defense of the circumstances under which they were madeClaim, not misleading(b) the party providing indemnity shall select counsel to defend any such Claim, other than any statement made or omitted in reliance upon information provided to and (c) the Distributor, indemnifying party has sole control over the Trust or any other person on behalf defense of the Trust Claim and will have the right to settle an indemnified Claim without the prior written consent of the indemnified party, so long as a judgment or settlement does not impose any unreimbursed monetary or continuing non-monetary obligation on the Fund by a Distributor-Indemnified Party in writing indemnified party, and (v) actions does not contain an admission of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence guilt or reckless disregard of its duties hereunderliability. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus8.2 IN NO EVENT SHALL DAMAGES BY EITHER PARTY HEREUNDER EXCEED THE TOTAL FEES PAID BY CLIENT DURING THE TWELVE MONTHS PRIOR TO THE ACT OR OCCURRENCE WHICH GIVES RISE TO THE CLAIM. THIS LIMITATION ON LIABILITY SHALL NOT APPLY TO ANY THIRD PARTY CLAIM FOR WHICH EITHER PARTY HAS AN OBLIGATION OF INDEMNITY PURSUANT TO SECTION 8.1. d. Notwithstanding anything to the contrary in this Agreement8.3 ANY OTHER TERM OR PROVISION OF THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, none of the ParticipantIN NO EVENT SHALL EITHER PARTY, DistributorOR ITS AFFILIATES, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with OrdersTHEIR DIRECTORS, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the TrustOFFICERS OR EMPLOYEES, BE LIABLE FOR LOSS OF PROFITS OR FOR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE PERFORMANCE OF THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and 11.1 ADAGENE indemnity. ADAGENE will indemnify, hold harmless the Distributorand defend ADCT, Trustits Affiliates, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act agents (each a an “Participant-Indemnified PartyADCT Indemnitee”) from and against any lossand all losses, liabilitydamages, cost liabilities, judgments, fines, amounts paid in settlement, expenses and expense costs of defense (including including, without limitation, reasonable attorneys’ fees and witness fees, collectively ) (“Losses”) incurred resulting from any claim, action or proceeding brought or initiated by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Third Party (including the Trust and/or Fund(s)“Third Party Claim”) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading against them to the extent that such statement Third Party Claim arises out of (a) the breach or omission relates alleged breach of any representation or warranty by ADAGENE under this Agreement; or (b) the gross negligence or willful misconduct of ADAGENE, its Affiliates or their respective Representatives; or (c) the use, handling, or storage of ADAGENE Materials by ADAGENE or by ADCT as a result of following any specific instruction received from ADAGENE; or (d) from ADAGENE’s conduct and activities pursuant to the Shares or any Participant-Indemnified Party unlessDevelopment Plan; provided, in either case, that such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing indemnity shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunderthe extent ADCT has an indemnification obligation pursuant to Section 10.2 hereof. b. The Distributor hereby agrees to indemnify and 11.2 ADCT indemnity. ADCT will indemnify, hold harmless the Participantand defend ADAGENE, its Affiliates, and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agentsagents (each, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified PartyADAGENE Indemnitee”) from and against any and all Losses incurred by resulting from any Third Party Claim against them to the extent that such Distributor-Indemnified Third Party as a result Claim arises out of (ia) any the breach by the Distributor of any provision of representation or warranty by ADCT under this Agreement; or (iib) any failure on the part gross negligence or willful misconduct of ADCT, its Affiliates or their respective Representatives; or (c) the Distributor to perform any use, handling, or storage of its obligations set forth in this Agreement; (iii) any failure ADAGENE Material or Conjugated Material by the Distributor to comply with applicable Law; (iv) any untrue statement ADCT or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided from ADCT’s conduct and activities pursuant to the DistributorDevelopment Plan; provided, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of that such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing indemnity shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunderthe extent ADAGENE has an indemnification obligation pursuant to Section 10.1 hereof. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive (a) The Fund, as sole owner of the termination Property, agrees to indemnify and hold Chase and Chase's directors, officers, agents and employees (collectively the "Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees ("Losses") that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which Chase is authorized to rely pursuant to the terms of this Agreement. a. The Participant hereby (b) In addition to and not in limitation of paragraph (a) immediately above, Company also agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, Indemnitees and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) them harmless from and against any lossand all Losses that may be imposed on, liabilityincurred by, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trustasserted against, the Distributor Indemnitees or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant in connection with or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraudChase's performance under this Agreement, provided the Indemnitees have not acted with negligence or bad faith, faith or engaged in willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to (c) Chase shall indemnify and hold the Fund harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinand all Losses, in light of the circumstances under which they were madeexcluding attorneys' fees and expenses, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of or attributable to Chase's breach of any Distributor-Indemnified Party’s own fraud, material terms of this Agreement or Chase's bad faith, negligence or willful misconduct; provided the Fund in respect of such Losses, gross has not acted in bad faith or with negligence or reckless disregard of its duties hereunderengaged in willful misconduct. c. Notwithstanding anything (d) Anything in this Agreement to the contrary notwithstanding in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent no event shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall Chase be liable for any action taken or omittedincidental, indirect, special, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect consequential losses or consequential loss or damage damages of any kind whatsoever (including but not limited to lost profits)whatsoever, even if Chase is advised of the likelihood of any such loss or damage and regardless of the form of action. In no event shall action in which any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; such loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authoritydamage may be claimed. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. The Participant AP Representative (the “APR Indemnifying Party”) hereby agrees to indemnify and hold harmless the Distributor, Trust, Fundsits Affiliated Persons, Transfer Agent each Fund board director or trustee and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act agents (each a “Participant-Trust Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Trust Indemnified Party as a result of third party actions alleging: (i) any breach by the Participant APR Indemnifying Party of any provision of this AgreementAgreement applicable to it; (ii) any failure on the part of the Participant APR Indemnifying Party to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant APR Indemnifying Party to comply with applicable LawLaw with respect to performance of its obligations hereunder; (iv) representations any representation or warranty by any Distributor-Indemnified such APR Indemnifying Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) in this Agreement that is not included in the Trust’s then-current Prospectus; (v) any untrue statement materially inaccurate or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trustincomplete; and (viv) actions of such Participant-Trust Indemnified Party in reliance upon any notice or instructions issued to provided by the Trust, the Distributor or the Transfer Agent APR Indemnifying Party and reasonably believed by any of them such Trust Indemnified Party to be genuine and to have been given by authorized under the Participant or an Authorized Personterms of this Agreement. The foregoing shall not apply to any Losses incurred by any Participant-such Trust Indemnified Party arising out of any Participant-Trust Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor Trust (the “Trust Indemnifying Party”) hereby agrees to indemnify and hold harmless the ParticipantAP Representative, its respective subsidiaries, Affiliated Persons, directors, officers, employees Persons and agents, its and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act their agents (each a an “Distributor-APR Indemnified Party”) from and against any Losses loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Distributor-APR Indemnified Party as a result of third party actions alleging: (i) any breach by the Distributor Trust Indemnifying Party of any provision of this AgreementAgreement applicable to it; (ii) any failure on the part of the Distributor Trust Indemnifying Party to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor Trust Indemnifying Party to comply with applicable LawLaw with respect to performance of its obligations hereunder; (iv) any untrue statement representation or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the warranty by such Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Indemnifying Party in writing this Agreement that is materially inaccurate or incomplete; and (v) actions of such Distributor-APR Indemnified Party in reliance upon any notice or instructions provided by the Trust Indemnifying Party and reasonably believed by the Participant such APR Indemnified Party to be genuine and to have been given by authorized under the Distributorterms of this Agreement. The foregoing shall not apply to any Losses incurred by any Distributor-such APR Indemnified Party arising out of any Distributor-APR Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything The AP Representative will not be liable for, and shall be indemnified and held harmless by the Trust from and against all direct damages incurred by AP Representative for any errors in transmissions occurring between the Trust, its Distributor or any other service provider to the contrary in this AgreementTrust and NSCC or DTC caused by the gross negligence, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations willful misconduct or fraud of the U.S. federal Trust, its Distributor or state securities laws (or any other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent d. The Indemnifying Party undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by referenceapplicable to it hereunder, and no implied covenants or obligations shall be read into this Agreement. f. In e. The APR Indemnified Parties and the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, Trust Indemnified Parties that are not named Parties to this Agreement shall be liable for any action taken or omittedthird party beneficiaries of this Agreement and shall be entitled to claim their indemnification rights against the Trust Indemnifying Party and the APR Indemnifying Party, or for any error of judgment made, in the performance of their duties hereunderrespectively. g. f. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if such Parties have been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive (a) Whether or not the termination of this Agreement. a. The Participant transactions contemplated hereby are consummated, the Borrower agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent each Agent-Related Person and each Lender and each of their Affiliates and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees and agents, and each personadvisors (each, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a an “Participant-Indemnified Party”) from and against any and all claims, damages, losses, liabilities, and reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents or the Fourth Amendment or the actual or proposed use of the proceeds of the Loans or the Letters of Credit (all of the foregoing, collectively, the “Indemnified Liabilities”), except to the extent such claim, damage, loss, liability, cost and cost, or expense (including reasonable attorneys’ feesresulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, collectively “Losses”) incurred by litigation or other proceeding to which the indemnity in this Section 11.9 applies, such Participant-Indemnified Party as a result of (i) any breach indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of Borrower, its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-directors, shareholders or creditors or an Indemnified Party or any Participant Client about the Shares other Person or any Participant-Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (including the Trust and/or Fund(s)whether direct or indirect, in contract or tort or otherwise) that is not included in the Trust’s then-current Prospectus; (v) to it, any untrue statement or alleged untrue statement of a material fact contained in its Subsidiaries, any Section 8.b Materials Guarantor, or any alleged omission security holders or creditors thereof arising out of, related to state therein a material fact required to be stated therein or necessary to make in connection with the statements thereintransactions contemplated herein, in light of the circumstances under which they were made, not misleading except to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, liability resulted from such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard willful misconduct. The Borrower agrees not to assert any claim against any Agent-Related Person, any Lender, any of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participanttheir Affiliates, its or any of their respective subsidiaries, Affiliated Persons, directors, officers, employees and employees, attorneys, agents, and each personadvisers, if anyon any theory of liability, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect indirect, consequential, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement punitive damages arising out of or causedotherwise relating to the Loan Documents, directly any of the transactions contemplated herein or indirectly, by circumstances beyond its reasonable control, including without limitation: acts the Fourth Amendment or the actual or proposed use of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction the proceeds of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authoritythe Loans. i. Neither (b) The agreements and obligations of the Transfer Agent nor Borrower contained in this Section 11.9 shall continue in effect notwithstanding the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunderFacility Termination Date.

Indemnification Limitation of Liability. This Section 10 Borrower shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent Bank and each of its affiliates and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees agents and agentsadvisors (each, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a an “Participant-Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs and expenses (including without limitation reasonable attorneys’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including without limitation in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Credit Documents, any Collateral, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advance or the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the Collateral or any of the assets, properties or operations of Borrower, any Subsidiary or any predecessor in interest, directly or indirectly, except to the extent such claim, damage, loss, liability, cost and or expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by results from such Participant-Indemnified Party as a result of (i) any Party’s gross negligence or willful misconduct or willful breach by the Participant of any provision of this Agreement; (ii) any failure on . In the part case of an investigation, litigation or other proceeding to which the Participant to perform any of its obligations set forth indemnity in this Agreement; (iii) any failure §11.21 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Participant to comply with applicable Law; (iv) representations by any Distributor-Borrower, its directors, shareholders or creditors or an Indemnified Party or any Participant Client about the Shares other Person or any Participant-Indemnified Party (including is otherwise a party thereto and whether or not the Trust and/or Fund(s)) that is transactions contemplated hereby are consummated. Borrower hereby waives and agrees not included in the Trust’s then-current Prospectus; (v) to assert any untrue statement or alleged untrue statement claim against Bank, any of a material fact contained in any Section 8.b Materials its affiliates, or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its their respective subsidiaries, Affiliated Persons, directors, officers, employees and agentsemployees, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for agents and advisers, on any action taken or omittedtheory of liability, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect indirect, consequential, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement punitive damages arising out of or causedotherwise relating to the Credit Documents, directly any of the transactions contemplated herein or indirectlytherein or the actual or proposed use of the proceeds of the Advance. To the extent that any of the indemnities required from Borrower under this §11.21 are unenforceable because they violate any Applicable Law or public policy, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authorityBorrower shall pay the maximum amount which it is permitted to pay under Applicable Law. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive (a) In addition to any and all rights of indemnification or any other rights of the termination of this Agreement. a. The Participant hereby agrees Note Insurer pursuant hereto or under law or equity, the Servicer, the Issuer and COAF and any successor thereto agree to pay, and to protect, indemnify and hold harmless save harmless, the Distributor, Trust, Funds, Transfer Agent Note Insurer and their respective subsidiaries, Affiliated Personsits officers, directors, officersshareholders, employees and agentsemployees, agents and each person, if any, who controls such persons the Note Insurer within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the Securities Exchange Act (each a the “Participant-Note Insurer Indemnified PartyParties”) from and against any lossand all claims, liabilitylosses, cost and expense liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys’ fees, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Note Insurer Indemnified Parties (herein collectively referred to as “LossesLiabilities”) incurred of any nature (but excluding lost profits and other consequential damages) arising out of or relating to the transactions contemplated by such Participant-Indemnified Party as a result of the Transaction Documents by reason of: (i) any breach to the extent not covered by the Participant Indemnification Agreement any act or omission of any provision COAF Company in connection with the offering, issuance, sale or delivery of this Agreement; the Notes other than by reason of false or misleading Note Insurer Information or Underwriter Information; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials of the Capital One Information or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) the misfeasance or malfeasance of, other than or negligence or theft committed by, any statement made director, officer, employee or omitted in reliance upon information provided to agent of any COAF Company; (iv) the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred violation by any Distributor-Indemnified Party arising out COAF Company of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (securities, banking or other applicable Law) committed by the Participant through its failure to deliver a Prospectus antitrust laws, rules or regulations in connection with the issuance, offer or and sale of Shares the Notes or the transactions contemplated by the Transaction Documents; (v) the violation by any COAF Company of any federal or state laws, rules or regulations relating to the Transaction or the origination of the Receivables, including, without limitation, any consumer protection, lending and for disclosure laws or any oral laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or written with respect to the Receivables; (vi) the breach by the Servicer, the Issuer or COAF of any of its obligations under this Insurance Agreement or any of the other Transaction Documents (other than breaches under Section 3.2 of the Purchase Agreement or Section 2.2, 3.2, 3.3, 3.4 or 3.5 of the Sale and Security Agreement); and (vii) the breach by the Servicer, the Issuer or COAF of any representation or warranty by Participant that is not on the part of the Servicer, the Issuer or COAF contained in this Insurance Agreement or any of the Prospectusother Transaction Documents or in any certificate or report furnished or delivered to the Note Insurer thereunder other than any breach for which the remedy under the Transaction Documents is the repurchase of a Receivable, provided that such Receivable has been repurchased in accordance with the Transaction Documents. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. d. Notwithstanding anything (b) In addition to any and all rights of indemnification or any other rights of the Servicer, the Issuer and COAF pursuant hereto or under law or equity, the Note Insurer agrees to pay, and to protect, indemnify and save harmless, the Servicer, the Issuer and COAF and their respective officers, directors, shareholders, employees, agents and each person, if any, who controls the Servicer, the Issuer or COAF within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act (the “Capital One Indemnified Parties”) from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Capital One Indemnified Parties (herein collectively referred to as “Liabilities”) of any nature arising out of or relating to the contrary transactions contemplated by the Transaction Documents by reason of: (i) any untrue statement or alleged untrue statement of a material fact contained in this Agreement, none any of the ParticipantNote Insurer Information or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, Distributorin light of the circumstances under which they were made, Trust not misleading; (ii) a breach of any of the representations, warranties or Transfer Agent agreements of Note Insurer contained in Section 2.06 hereof; or (iii) any failure of the Note Insurer to make a payment required to be made under the Policies. (c) Any party which proposes to assert the right to be indemnified under this Section 3.04 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the indemnifying party under this Section 3.04(c), notify the indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to each other such indemnified party for any Losses under this Agreement arising out legal or other expenses other than reasonable costs of (i) mistakes or errors in data provided investigation subsequently incurred by such indemnified party in connection with Orders, except for data provided the defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by the other or indemnifying party in accordance with the terms of this subsection (ii) mistakes or errors by or out c), but the fees and expenses of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations counsel shall be read into this Agreement. f. In at the absence expense of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither such indemnified party unless the Distributor nor employment of counsel by such indemnified party has been authorized by the Transfer Agent, whether acting directly or through agents or attorneys, indemnifying party. The indemnifying party shall not be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage settlement of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss action or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications serviceclaim effected without its consent. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. The Participant hereby Borrower agrees to indemnify and hold harmless the DistributorAgent, Trust, Funds, Transfer Agent BAS and each Lender and each of their affiliates and their respective subsidiaries, Affiliated Personsofficers, directors, officers, employees and agentscounsel to the Agent (each, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-an "Indemnified Party”") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable fees and expenses of counsel and, without duplication, the allocated cost of internal counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Spinoff, the Line of Business Transfer or the Revolving Credit Facility, the Transaction Documents, any of the transactions specified therein or herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost and cost, or expense (including reasonable attorneys’ feesis found in a final, collectively “Losses”) incurred non-appealable judgment by such Participant-Indemnified Party as a result court of competent jurisdiction to have resulted from (i) any breach by the Participant of any provision of this Agreement; such Indemnified Party's gross negligence or willful misconduct or (ii) legal proceedings commenced against such Indemnified Party by any failure on other Indemnified Party. In the part case of an investigation, litigation or other proceeding to which the Participant indemnity in this SECTION 13.9 applies, such indemnity shall be effective whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to perform it, any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party Subsidiaries or any Participant Client about Guarantor, arising out of, related to or in connection with the Shares transactions contemplated herein or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were madeTransaction Documents, not misleading except to the extent that such statement or omission relates to the Shares or any Participantliability is found in a final non-Indemnified Party unless, in either case, such representation, statement or omission was included appealable judgment by the Participant at the written direction a court of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and competent jurisdiction to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-directly resulted from such Indemnified Party’s own fraud, bad faith, willful misconduct, 's gross negligence or reckless disregard willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Lender, any of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participanttheir affiliates, its or any of their respective subsidiaries, Affiliated Persons, directors, officers, employees and employees, attorneys, agents, and each personadvisers, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect indirect, consequential, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement punitive damages arising out of or causedotherwise relating to the Transaction Documents, any of the transactions contemplated therein or herein or the actual or proposed use of the proceeds of the Loans, except for claims for such special, indirect, consequential, or punitive damages directly arising out of such party's gross negligence or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts willful misconduct. Without prejudice to the survival of any civilother agreement of the Borrower hereunder, military or governmental authoritythe agreements and obligations of the Borrower contained in this SECTION 13.9 shall survive the payment in full of the Loans and all other amounts payable under this Agreement and each other Loan Document and the occurrence of the Facility Termination Date. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. The Participant hereby (a) Each party agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent other and their respective subsidiaries, Affiliated Persons, its directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any loss, liability, cost and expense legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to Xxxxxx Xxxxxxx’x actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including reasonable attorneys’ feesSeller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. (b) Notwithstanding any other provision hereof, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of Xxxxxx Xxxxxxx shall not be liable to Seller for: (i) any breach by the Participant special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits)kind, even if advised of the likelihood possibility of such loss losses or damage and regardless of the form of action. In no event shall damages or if such losses or damages could have been reasonably foreseen, or (ii) any Party be liable under this Agreement failure to another Party for the acts perform or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian to cease performance or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations that results from a cause or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances circumstance that is beyond its reasonable control, including without limitation: but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority”. i. Neither the Transfer Agent 2. Seller acknowledges and agrees that in performing Seller’s obligations hereunder neither Xxxxxx Xxxxxxx nor the Distributor shall be required to advanceany of its affiliates nor any of their respective officers, expend employees or risk its own funds other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise incur acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or become exposed Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to financial liability in Seller or Seller’s assets. Without limiting the performance foregoing, Seller further acknowledges and agrees that neither Xxxxxx Xxxxxxx nor any of its duties hereunderaffiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the TrustCompany, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraudCustodian, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor Participant of any provision of this AgreementAgreement that relates to the Participant; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor Participant to comply with applicable LawLaws, including rules and regulations of self-regulatory organizations; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (viii) actions of such Distributor-Indemnified Party in reliance upon any instructions issued over the phone or the Website reasonably believed by the Participant Company, the Distributor and/or the Custodian to be genuine and to have been given by the DistributorParticipant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any such Distributor-Indemnified Party arising out of any the Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence misconduct or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, b. The Participant agrees that the Distributor, the Transfer Agent Custodian and the Fund will Company shall not indemnify the Participant be liable, absent fraud or willful misconduct, for any violations of the U.S. federal or state securities laws (or other applicable Law) committed losses incurred by the Participant through its failure to deliver a Prospectus in connection with the offer placement of Orders or sale otherwise, including as a result of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none unauthorized use of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust’s PIN Number. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. (a) The Participant hereby agrees Borrowers jointly and severally agree to protect, indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) Indemnitees from and against any lossand all liabilities, liabilityobligations, cost losses, damages (including, without limitation, consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant disbursements of any provision kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context counsel for and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions consultants of such Participant-Indemnified Party Indemnitees in reliance upon connection with any instructions issued to the Trustinvestigative, the Distributor administrative or the Transfer Agent reasonably believed by judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect, or consequential and whether based on any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Lawstatutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) committed by the Participant through its failure in any manner relating to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes any act or errors in data provided in connection omission of the Borrowers, any Affiliate of the Borrowers, or any other Person with Ordersrespect to (x) the transactions evidenced by or relating to this Agreement, except for data provided by the Notes or any of the Security Documents or other Loan Documents, or any act, event or transaction related or attendant thereto, (y) the agreements of Lenders contained herein, the making of the Loans, or the management of the Loans or the Collateral, or (z) the use or the intended use of the proceeds of the Loans hereunder; or (ii) mistakes any claim, cause of action, event or errors by circumstances relating to the business, assets, properties, licenses or operations of the Borrowers, or any of their Affiliates, including, without limitation, all claims relating to or arising out of interruptions the condition, quality, maintenance or delays use of communications any asset which constitutes Collateral, the manner in which the Borrowers operates the Stations and their business, and the compliance by Borrowers and its Affiliates with a service provider the rules and regulations of the FCC and other Applicable Law; provided, however, that the Borrowers shall have no obligation to any Indemnitee under this Section 13.11 with respect to matters indemnified hereby to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, extent (a) determined in the performance final, non-appealable judgment of their duties hereunder. g. In no event shall any Party be liable for special, indirect a court of competent jurisdiction to have resulted from the willful misconduct or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood gross negligence of such loss Indemnitee or damage and regardless (b) resulting from a breach of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance such Indemnitee of its obligations (if any) to fund its Commitment (if any) on the Closing Date following satisfaction of all conditions precedent to such funding (including pursuant to Section 2.01(c) and Article III of this Agreement). To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or those public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under Applicable Law, to the payment and satisfaction of its agents under this Agreement all indemnified matters incurred by the Indemnitees. (b) To the extent permitted by Applicable Law, no claim may be made by the Borrowers or any other Person against the Indemnitees for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or causedrelated to the transactions contemplated by this Agreement, directly the Notes, or indirectlyany of the Security Documents or any act, by circumstances beyond omission or event occurring in connection therewith; and each Borrower hereby waives, releases and agrees not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its reasonable controlfavor. (c) The provisions of this Section 13.11 shall continue in effect and shall survive (among other things) any termination of this Agreement, including without limitation: acts payment and satisfaction of God; earthquakes; extreme weather eventsthe Notes and the Obligations, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts release of any civil, military or governmental authorityCollateral. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive (a) In addition to any and all rights of indemnification or any other rights of the termination of this Agreement. a. The Participant hereby agrees Insurer pursuant hereto or under law or equity, UACC, the Seller and the Servicer and any successors thereto agree to pay, and to protect, indemnify and hold harmless save harmless, the Distributor, Trust, Funds, Transfer Agent Insurer and their respective subsidiaries, Affiliated Personsits officers, directors, officersshareholders, employees and agentsemployees, agents and each person, if any, who controls such persons the Insurer within the meaning of either Section 15 of the 1933 Securities Act (each a “Participant-Indemnified Party”) or Section 20 of the Securities Exchange Act from and against any lossand all claims, liabilityLosses, cost and expense liabilities (including penalties), actions, suits, judgments, demands, damages, costs or reasonable expenses (including, without limitation, reasonable fees and expenses of attorneys’ fees, consultants and auditors and reasonable costs of investigations) or obligations whatsoever paid by the Insurer (herein collectively referred to as “LossesLiabilities”) incurred of any nature arising out of or relating to the transactions contemplated by such Participant-Indemnified Party as a result of the Transaction Documents by reason of: (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in the Offering Document or in any Section 8.b Materials amendment or supplement thereto or in any preliminary offering document, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, except insofar as such Liabilities arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information set forth in light the Offering Document under the captions “The Policy” and “The Insurer” or in the financial statements of the circumstances under which they were madeInsurer, not misleading including any information in any amendment or supplement to the Offering Document furnished by the Insurer in writing expressly for use therein that amends or supplements such information (all such information being referred to herein as “Insurer Information”); (ii) to the extent that such statement not covered by clause (i) above, any act or omission relates of UACC, the Seller or the Servicer, or the allegation thereof, in connection with the offering, issuance, sale or delivery of the Obligations; (iii) the misfeasance or malfeasance of, or negligence or theft committed by, any director, officer, employee or agent of UACC, the Servicer, the Seller or the Issuer; (iv) the violation by UACC, the Issuer, the Seller or the Servicer of any federal or state securities, banking or antitrust laws, rules or regulations in connection with the issuance, offer and sale of the Obligations or the transactions contemplated by the Transaction Documents; (v) the violation by UACC, the Issuer, the Seller or the Servicer of any federal or state laws, rules or regulations relating to the Shares Transaction or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction origination of the Trust Receivables, including, without limitation, any consumer protection, lending and disclosure laws and any laws with respect to the maximum amount of interest permitted to be received on account of any loan of money or with respect to the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and Receivables; (vi) actions the breach by UACC, the Seller or the Servicer of such Participant-Indemnified Party any of its obligations under this Insurance Agreement or any of the other Transaction Documents; and (vii) the breach by UACC, the Servicer or the Seller of any representation or warranty on the part of UACC, the Servicer or the Seller contained in reliance upon the Transaction Documents or in any instructions issued certificate or report furnished or delivered to the TrustInsurer thereunder. This indemnity provision shall survive the termination of this Insurance Agreement and shall survive until the statute of limitations has run on any causes of action which arise from one of these reasons and until all suits filed as a result thereof have been finally concluded. (b) UACC and the Seller agree to indemnify the Issuer and the Insurer for any and all Liabilities that have been incurred due to any claim, counterclaim, rescission, setoff or defense asserted by an Obligor under any Receivable subject to the Federal Trade Commission regulations provided in 16 C.F.R. Part 433. (c) UACC, the Distributor or Servicer and the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees Seller agree to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees Issuer and agents, the Insurer for any and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses all Liabilities incurred by such Distributor-Indemnified Party as a result of due to (i) any breach agreement or acquiescence by the Distributor Servicer and the Seller to any reduction, rebate, rescheduling or delay of any provision of this Agreement; (ii) payments due and owing by any failure Obligor under any Receivable based upon an agreement on the part of the Distributor Servicer and the Seller to perform make or rebate any future payments on such Receivable, (ii) any agreement on the part of its obligations set forth in this Agreement; the Servicer and the Seller to make or rebate any future payments on any Receivable or (iii) any failure by the Distributor to comply with applicable Law; (iv) settlement of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus judicial proceeding or any alleged omission claim, action or proceeding of any regulatory body. (d) Any party which proposes to state therein a material fact required assert the right to be stated therein indemnified under this Section 3.04 will, promptly after receipt of notice of commencement of any action, suit or necessary proceeding against such party in respect of which a claim is to make be made against UACC, the statements thereinServicer or the Seller under this Section 3.04, in light notify UACC, the Servicer or the Seller of the circumstances under which they were madecommencement of such action, suit or proceeding, enclosing a copy of all papers served. In case any action, suit or proceeding shall be brought against any indemnified party and it shall notify UACC, the Servicer or the Seller of the commencement thereof, UACC, the Servicer or the Seller shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from UACC, the Servicer or the Seller to such indemnified party of its election so to assume the defense thereof, UACC, the Servicer or the Seller shall not misleading, be liable to such indemnified party for any legal or other expenses other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf reasonable costs of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses investigation subsequently incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus such indemnified party in connection with the offer defense thereof. The indemnified party shall have the right to employ its counsel in any such action the defense of which is assumed by UACC, the Servicer or sale the Seller in accordance with the terms of Shares this subsection (d), but the fees and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none expenses of the Participant, Distributor, Trust or Transfer Agent such counsel shall be liable to each other for any Losses under this Agreement arising out at the expense of (i) mistakes such indemnified party unless the employment of counsel by such indemnified party has been authorized by UACC, the Servicer or errors in data provided in connection with Ordersthe Seller. UACC, except for data provided by the other Servicer or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations Seller shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall not be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage settlement of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss action or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications serviceclaim effected without its consent. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 (a) Applicant shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the DistributorBank, Trustits parent, Funds, Transfer Agent and correspondents and each of their respective subsidiaries, Affiliated Persons, directors, officers, employees and agentsagents (each, and each personincluding Bank, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a an “Participant-Indemnified PartyPerson”) from and against any lossand all claims, liabilitysuits, cost judgments, costs, losses, fines, penalties, damages, liabilities, and expense expenses, including expert witness fees and legal fees, charges and disbursements of any counsel (including reasonable attorneys’ feesin-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), collectively “Losses”) incurred by such Participant-Indemnified Party arising out of, in connection with, or as a result of of: (i) any breach by the Participant Credit or any pre-advice of any provision of this Agreementits issuance; (ii) any failure on the part transfer, sale, delivery, surrender, or endorsement of the Participant to perform any of its obligations set forth Drawing Document at any time(s) held by any Indemnified Person in this Agreementconnection with any Credit; (iii) any failure by action or proceeding arising out of or in connection with any Credit or this Agreement (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the Participant to comply with applicable Lawwrongful dishonor of or honoring a presentation under any Credit; (iv) representations any independent undertakings issued by the beneficiary of any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current ProspectusCredit; (v) any untrue statement unauthorized Instruction or alleged untrue statement error in computer transmission; (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement of this Agreement or any rights or remedies under or in connection with this Agreement or any Credit; (x) the Bank’s performance of the obligations of a material fact contained in confirming institution or entity that wrongfully dishonors a confirmation; (xi) Bank dishonoring any Section 8.b Materials presentation upon or during the continuance of any alleged omission to state therein a material fact required to be stated therein Event of Default or necessary for which Applicant is unable or unwilling to make any payment to Bank required under paragraph 2 above; (xii) the statements thereinacts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; in light of the circumstances each case, including that resulting from Bank’s own negligence, provided, however, that such indemnity shall not be available to any Person claiming indemnification under which they were made, not misleading (i) through (xii) above to the extent that such statement Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or omission relates willful misconduct of the Indemnified Person claiming indemnity. If and to the Shares extent that the obligations of Applicant under this paragraph are unenforceable for any reason, Applicant shall make the maximum contribution to the Costs permissible under applicable law. (b) The liability of Bank (or any Participant-other Indemnified Party unlessPerson) under, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party connection with and/or arising out of this Agreement or any ParticipantCredit (or any pre-Indemnified Partyadvice), regardless of the form or legal grounds of the action or proceeding, shall be limited to any direct damages suffered by Applicant that are caused directly by Bank’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of willful misconduct in (i) any breach by the Distributor of any provision of this Agreement; honoring a presentation that does not at least substantially comply with a Credit, (ii) any failure on the part of the Distributor failing to perform any of its obligations set forth in this Agreement; honor a presentation that strictly complies with a Credit or (iii) retaining Drawing Documents presented under a Credit. In no event shall Bank be deemed to have failed to act with due diligence or reasonable care if Bank’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement, including paragraph 4(c) below. Applicant’s aggregate remedies against Bank and any failure Indemnified Person for wrongfully honoring a presentation under any Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Distributor Applicant to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained Bank in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light respect of the circumstances under which they were made, not misleading, other than any statement made or omitted honored presentation in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions respect of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the DistributorCredit under paragraph 2 above, plus interest. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreementherein, the Distributor, the Transfer Agent Bank and the Fund will not indemnify the Participant for other Indemnified Persons shall not, under any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.Rev. 01/01/2009 4

Indemnification Limitation of Liability. This Section 10 shall survive (a) The Borrowers, to the termination of this Agreement. a. The Participant hereby agrees maximum extent permitted by applicable law, jointly and severally agree to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and each Lender and each of their affiliates and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees and agents, and each personadvisors (each, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a an “Participant-Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans (collectively, “Indemnified Liabilities”), except to the extent such claim, damage, loss, liability, cost and cost, or expense (including reasonable attorneys’ feesis found in a final, collectively “Losses”) incurred non-appealable judgment by a court of competent jurisdiction to have resulted from such Participant-Indemnified Party as a result Party’s gross negligence or willful misconduct. In the case of (i) any breach an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Participant of Guarantor, any provision of this Agreement; (ii) any failure on the part of the Participant to perform Borrower or any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-their respective directors, shareholders or creditors or an Indemnified Party or any Participant Client about the Shares other Person or any Participant-Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrowers agree that no Indemnified Party shall have any liability (including the Trust and/or Fund(s)whether direct or indirect, in contract or tort or otherwise) that is not included in the Trust’s then-current Prospectus; (v) to it, any untrue statement or alleged untrue statement of a material fact contained in its Subsidiaries, any Section 8.b Materials guarantor, or any alleged omission security holders or creditors thereof arising out of, related to state therein a material fact required to be stated therein or necessary to make in connection with the statements thereintransactions contemplated herein, in light of the circumstances under which they were made, not misleading except to the extent that such statement or omission relates to the Shares or any Participantliability is found in a final non-Indemnified Party unless, in either case, such representation, statement or omission was included appealable judgment by the Participant at the written direction a court of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and competent jurisdiction to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-directly resulted from such Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard willful misconduct. The Guarantor and the Borrowers agree not to assert any claim against the Agent, any Lender, any of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participanttheir affiliates, its or any of their respective subsidiaries, Affiliated Persons, directors, officers, employees and employees, attorneys, agents, and each personadvisers, if anyon any theory of liability, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect indirect, consequential, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement punitive damages arising out of or causedotherwise relating to the Loan Documents, directly any of the transactions contemplated herein or indirectly, by circumstances beyond its reasonable control, including without limitation: acts the actual or proposed use of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction the proceeds of utilities or computer or internet services; labor disputes; acts the Loans. (b) Without prejudice to the survival of any civilother agreement of the Borrowers hereunder, military or governmental authoritythe agreements and obligations of the Borrowers contained in this Section 12.9 shall survive the payment in full of the Loans and all other amounts payable under this Agreement. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive In addition to the termination payment of this Agreement. a. The Participant hereby expenses as required elsewhere herein and in the other Loan Documents, Trustor agrees to indemnify indemnify, defend, protect, pay and hold harmless Trustee and Beneficiary, and each of their successors and assigns (including, without limitation, the Distributortrustee and/or the trust under any trust agreement executed in connection with any Securitization backed in whole or in part by the Loan and any other person which may hereafter be the holder of the Note or any interest therein), Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Personsthe officers, directors, officersstockholders, employees partners, members, employees, agents and agentsAffiliates of Trustee and Beneficiary and such successors and assigns (collectively, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-"Indemnified Party”Parties") harmless from and against any lossand all liabilities, liabilityobligations, cost claims, damages, penalties, causes of action, costs and expense expenses (including without limitation reasonable attorneys’ fees' fees and expenses) (collectively, collectively “Losses”) the "Indemnified Claims"), imposed upon or incurred by such Participant-or asserted against any Indemnified Party as a result by reason of any of the following (to the extent that insurance proceeds paid to the applicable Indemnified Party on account of the following shall be inadequate: (i) ownership of the Deed of Trust, the Mortgaged Property or any breach by the Participant interest therein or receipt of any provision of this Agreementrents; (ii) any failure accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Mortgaged Property or any part thereof or on the part of the Participant to perform any of its obligations set forth in this Agreementadjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iii) any failure by use, nonuse or condition in, on or about the Participant to comply with applicable LawMortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iv) representations by performance of any Distributor-Indemnified Party labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectuspart thereof; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light failure of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust Premises or the Distributor Improvements to comply with any applicable law, statute, code, ordinance, rule or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trustregulation; and (vi) any default by Trustor under this Deed of Trust, the Loan Agreement or any other Loan Documents; (vii) any actions of such Participant-taken by any Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision enforcement of this Agreement; Deed of Trust and the other Loan Documents in accordance with their respective terms (iiviii) any failure to act on the part of the Distributor to perform any of its obligations set forth in this AgreementIndemnified Party hereunder; (iiiix) the payment or nonpayment of any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply brokerage commissions to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus party in connection with the offer or sale transaction contemplated hereby; and (x) the failure of Shares and Trustor to file timely with the Internal Revenue Service an accurate Form 1099-B, Statement for any oral or written representation or warranty by Participant that is not contained Recipients of Proceeds from Real Estate, Brokex xxx Xxxxxx Xxxxxnge Transactions, which may be required in the Prospectus. d. Notwithstanding anything to the contrary in connection with this Agreement, none or to supply a copy thereof in a timely fashion to the recipient of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out proceeds of (i) mistakes or errors in data provided the transaction in connection with Orderswhich this Agreement is made. Notwithstanding the foregoing, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations Trustor shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall not be liable for any action taken Indemnified Claims arising (A) from the gross negligence or omittedwillful misconduct of any Indemnified Party or (B) under clauses (i) - (v) above to the extent the facts, events or for circumstances giving rise to such Indemnified Claim arise after the date that any error Indemnified Party takes title to the Mortgaged Property by foreclosure, deed-in-lieu thereof, the exercise of judgment made, in any power of sale or otherwise. Any amounts payable to an Indemnified Party by reason of the performance application of their duties hereunder. g. In no event this Section shall any Party be liable for special, indirect or consequential become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of is sustained by such loss or damage and regardless of the form of action. In no event shall any Indemnified Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications serviceuntil paid. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive the termination (a) Tekmira and Protiva will indemnify UBC, its Board of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directorsGovernors, officers, employees employees, faculty, students and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act agents (each a “Participant-Indemnified PartyUBC Indemnitees”) from and against for any lossclaims, liability, cost and expense (including reasonable attorneys’ feesfees for defending those claims (“Claims”), collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure based on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided the exercise by the other Tekmira Indemnitees (defined below) of their rights under this Supplemental Agreement or the Research Agreement, or (ii) mistakes the use of the UBC Controlled IP, Consultant IP or errors any Licensed Products by the Tekmira Indemnitees or their respective distributors, customers or end-users; provided, however, that Tekmira and Protiva shall not be required to indemnify the UBC Indemnitees for any Claim (x) that arises solely due to the gross negligence or willful misconduct of, or the material breach of this Supplemental Agreement or Research Agreement by, a UBC Indemnitee or (y) described under clause (i) above unless such Claim alleges the negligence or willful misconduct of, or the material breach of this Supplemental Agreement or Research Agreement by, a Tekmira Indemnitee, it being understood and agreed that such indemnification obligation shall not apply if such allegations are later determined by a court or jury of competent jurisdiction in an un-reversed, un-appealable or un-appealed decision, to be untrue or unproven, with the result that such allegations are dismissed or withdrawn (other than by agreement between the indemnifying party and the plaintiff making such allegations). UBC will promptly notify Tekmira and Protiva of a Claim and will reasonably cooperate with the defense thereof. Each of Tekmira and Protiva shall be entitled to exercise its right of offset as a Payor described under Section 11.5 of the Research Agreement to recover any amounts paid to UBC pursuant to this Section 10(a) which UBC was not entitled to receive. (b) Tekmira and Protiva will indemnify the Alnylam Indemnitees and the AlCana Indemnitees for any Claims based on or arising out of interruptions (i) a Tekmira Indemnitee’s negligence or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part(ii) a Tekmira Indemnitee’s breach of this Supplemental Agreement or the Research Agreement, neither or (iii) the Distributor nor use by a Tekmira Indemnitee of the Transfer AgentUBC Collaboration IP or Consultant IP licensed to Tekmira and Protiva under the Supplemental IP License or any Licensed Products (in the case of (iii) only, whether acting directly except to the extent that any such Claims are attributable to the negligence, willful misconduct or through material breach of this Supplemental Agreement by an Alnylam Indemnitee (in the case of an indemnification obligation to Alnylam) or an AlCana Indemnitee (in the case of an indemnification obligation to Alnylam)). Each of Alnylam and AlCana, as applicable, will promptly notify Tekmira and Protiva of a Claim and will reasonably cooperate with the defense thereof. (c) Alnylam will indemnify Tekmira, Protiva, their Related Parties and their respective directors, employees and agents or attorneys, shall be liable (the “Tekmira Indemnitees”) for any action taken Claims based on or omittedarising out of (i) an Alnylam Indemnitee’s negligence or willful misconduct, or (ii) an Alnylam Indemnitee’s breach of this Supplemental Agreement or the Research Agreement, or (iii) the use by Alnylam or its Related Parties (for clarity, AlCana is not a Related Party of Alnylam) of the UBC Controlled IP or Consultant IP licensed or assigned to Alnylam as described in this Supplemental Agreement or any Licensed Products (in the case of (iii) only, except to the extent that any such Claims are attributable to the negligence, willful misconduct or material breach of this Supplemental Agreement by a Tekmira Indemnitee). Tekmira and Protiva will promptly notify Alnylam of a Claim and will reasonably cooperate with the defense thereof. (d) AlCana will indemnify the Tekmira Indemnitees for any error Claims based on or arising out of judgment made(i) an AlCana Indemnitee’s negligence or willful misconduct, or (ii) an AlCana Indemnitee’s breach of this Supplemental Agreement or the Research Agreement, or (iii) the use by AlCana or its Related Parties of the UBC Controlled IP or Consultant IP licensed or assigned to AlCana as described in this Supplemental Agreement or any Licensed Products (in the case of (iii) only, except to the extent that any such Claims are attributable to the negligence, willful misconduct or material breach of this Supplemental Agreement by a Tekmira Indemnitee. Tekmira and Protiva will promptly notify AlCana of a Claim and will reasonably cooperate with the defense thereof. (e) To be eligible to be indemnified hereunder, the indemnified party shall provide the indemnifying party with prompt notice of the Claim giving rise to the indemnification obligation pursuant to this Section 10 and the exclusive ability to defend (with the reasonable cooperation of the indemnified party) or settle any such Claim; provided, however, that the indemnifying party shall not enter into any settlement for damages other than monetary damages without the indemnified party’s written consent, such consent not to be unreasonably withheld. The indemnified party shall have the right to participate, at its own expense and with counsel of its choice, in the performance defense of their duties hereunderany claim or suit that has been assumed by the indemnifying party. If the parties cannot agree as to the application of Sections 10(a) through (d), inclusive, to any particular Claim, the parties may conduct separate defenses of such Claim. Each party reserves the right to claim indemnity from the other in accordance with Sections 10(a) through (d) above, inclusive, upon resolution of the underlying claim, notwithstanding the provisions of this Section 10(e) requiring the indemnified party to tender to the indemnifying party the exclusive ability to defend such claim or suit. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profitsf) NO PARTY WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY WHETHER TORT (INCLUDING NEGLIGENCE), even if advised of the likelihood of such loss or damage and regardless of the form of actionCONTRACT (INCLUDING FUNDAMENTAL BREACH) OR OTHERWISE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, AGGRAVATED, EXEMPLARY, PUNITIVE DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS SUPPLEMENTAL AGREEMENT OR THE EXERCISE OF ITS RIGHTS HEREUNDER, ARISING FROM OR RELATING TO ANY BREACH OF THIS SUPPLEMENTAL AGREEMENT, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES, EXCEPT AS A RESULT OF A MATERIAL BREACH OF ANY CONFIDENTIALITY AND NON-USE OBLIGATIONS. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications serviceNOTHING IN THIS SECTION 10(f) IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive (a) Except as limited by applicable law and subject to the termination provisions of this Agreement. a. The Participant hereby agrees to indemnify Section 6.04, each Member, Manager and hold harmless Officer of the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agentsCompany (each an “Indemnitee”) will not be liable for, and each personwill be indemnified and held harmless by the Company against, if anyany and all losses, who controls such persons within the meaning of Section 15 of the 1933 Act liabilities and reasonable expenses (each a “Participant-Indemnified Party”) from and against any losswhich shall be paid as incurred), liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by arising from proceedings in which such Participant-Indemnified Party Indemnitee may be involved, as a result party or otherwise, by reason of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part its being a Member, Manager or Officer of the Participant to perform any Company, or by reason of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included involvement in the Trust’s then-current Prospectus; (v) any untrue statement management of the affairs of the Company, whether or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required not it continues to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of time any such loss, liability or expense is paid or incurred. Notwithstanding the Trust foregoing, no Indemnitee will be held harmless or the Distributor indemnified under this Section 6.04 for any losses, liabilities or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party expenses arising out of any Participant-Indemnified Party’s own the fraud, bad faith, willful intentional misconduct, gross negligence or knowing or reckless disregard breach of its duties hereunderIndemnitee’s obligations under this Agreement, or bad faith of such Indemnitee. The rights of indemnification provided in this Section 6.04 are in addition to any rights to which an Indemnitee may otherwise be entitled by contract or as a matter of law. b. The Distributor hereby agrees to indemnify and hold harmless (b) Except as limited by applicable law, expenses incurred by an Indemnitee in defending any proceeding (except a proceeding by or in the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 right of the 1933 Act (each a “Distributor-Indemnified Party”Company against such Indemnitee) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach will be paid by the Distributor of any provision of this Agreement; (ii) any failure on the part Company in advance of the Distributor to perform any final disposition of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement proceeding, upon receipt of a material fact contained in the Prospectus written undertaking by or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of such Indemnitee to repay such amount if such Indemnitee is determined pursuant to this Section 6.04 or adjudicated to be ineligible for indemnification, which undertaking will be an unlimited general obligation of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed Indemnitee but need not be secured unless so determined by the Participant Board of Managers. (c) The indemnification provided by this Section 6.04 will inure to the benefit of the heirs and personal representatives of each Indemnitee. (d) Any indemnification pursuant to this Section 6.04 will be genuine made only out of the assets of the Company and will in no event cause any Member to have been given by incur any personal liability nor shall it result in any liability of the Distributor. The foregoing shall not apply Members to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunderthird party. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 18.1 COMPANY shall survive the termination of this Agreement. a. The Participant hereby agrees to defend, indemnify and hold harmless the DistributorFRESENIUS and its Affiliates, Trust, Funds, Transfer Agent and its and their respective subsidiariesofficers, Affiliated Personsstatutory representatives, directors, officers, employees and agentsemployees, and each person, if any, who controls such persons within agents (the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified PartyFRESENIUS Indemnitees”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) all Losses incurred by such Participant-Indemnified Party as a result of the FRESENIUS Indemnitees for or in connection with any claims brought by third parties against the FRESENIUS Indemnitees to the extent arising or related to (i) any breach by the Participant infringement of any provision third party rights by FRESENIUS from its use of COMPANY Background Intellectual Property [***], in accordance with the terms of this Agreement; Agreement as determined by a court of competent jurisdiction, (ii) any failure on of COMPANY to conform with the part of stipulations under this Agreement or the Participant to perform any of its obligations set forth in this applicable Quality Agreement; , (iii) any failure by the Participant to comply with applicable Law; [***], (iv) representations breach of this Agreement by any Distributor-Indemnified Party COMPANY; or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard wilful misconduct of its duties hereunderCOMPANY Indemnitees. b. The Distributor hereby agrees to 18.2 FRESENIUS shall defend, indemnify and hold harmless the ParticipantCOMPANY and its Affiliates, and its and their respective subsidiaries, Affiliated Personsofficers, directors, officers, and employees and agents, and each person, if any, who controls such persons within agents (the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified PartyCOMPANY Indemnitees”) from and against any and all Losses incurred by such Distributor-Indemnified Party as a result of the COMPANY Indemnitees for or in connection with any claims brought by third parties against the COMPANY Indemnitees to the extent arising or related to (i) any breach by the Distributor infringement of any provision third party rights by COMPANY from its use of FRESENIUS Background Intellectual Property in accordance with the terms of this Agreement; , (ii) any failure on of FRESENIUS to conform with the part of stipulations under this Agreement or the Distributor applicable Quality Agreement due to perform any of its obligations set forth in this Agreement; negligence, (iii) any failure breach of this Agreement by the Distributor to comply with applicable LawFRESENIUS; or (iv) negligence or wilful misconduct of FRESENIUS Indemnitees. 18.3 Each Party must notify the other Party within [***] of receipt of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement claims made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant third party for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by which the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party might be liable under this Agreement Section 18. Subject to another Section 18.4, the indemnifying Party for will have the acts or omissions sole right to defend, negotiate, and settle such third-party claims. The indemnified Party will be entitled to participate in the defense of such matter and to employ counsel at its expense to assist in such defense; provided, however, that the indemnifying Party will have final decision-making authority regarding all aspects of the CNS Clearing Processdefense of any claim. The Party seeking indemnification will provide the indemnifying Party with such information and assistance as the indemnifying Party may reasonably request, DTC, NSCC, at the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None expense of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authorityindemnifying Party. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. The Participant hereby (a) Each Borrower agrees to indemnify and hold harmless the DistributorFacility Agent, TrustCollateral Agent (which term for purposes of this Section 8.9 includes the “Mortgagee”) under each Security Agreement), Funds, Transfer Agent the Joint Lead Arrangers and each Lender and each of their Affiliates and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees and agentsFacility Agents, and each personadvisors (each, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a an “Participant-Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable external attorneys’ fees, but excluding principal and accrued interest on any Loan) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Related Documents, any of the transactions contemplated herein, any ACS Group Aircraft, Engine or other Collateral, any possession, performance, transportation, management, sale, ownership, registration, mortgage, charging, control, maintenance, service, repair, design, testing, defect, overhaul, purchase, bearing, use or operation of any ACS Group Aircraft, Engine or other Collateral, or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost and cost, or expense (including reasonable attorneys’ feesis found in a final, collectively “Losses”) incurred non-appealable judgment by a court of competent jurisdiction to have resulted from such Participant-Indemnified Party as a result Party’s gross negligence or willful misconduct. In the case of (i) any breach by an investigation, litigation or other proceeding to which the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth indemnity in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations Section 8.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Distributor-Borrower, its directors, shareholders or creditors or an Indemnified Party or any Participant Client about the Shares other Person or any Participant-Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower agrees that no Indemnified Party shall have any liability (including whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries or any security holders or creditors thereof arising out of, related to or in connection with the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained transactions contemplated in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinRelated Document, in light of the circumstances under which they were made, not misleading except to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, liability directly results from such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard willful misconduct. Each Borrower agrees not to assert any claim against the Facility Agent, the Joint Lead Arrangers, any Lender, any of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participanttheir Affiliates, its or any of their respective subsidiaries, Affiliated Persons, directors, officers, employees and agentsemployees, attorneys, Facility Agents, and each personadvisers, if anyon any theory of liability, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect indirect, consequential, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement punitive damages arising out of or causedotherwise relating to the Related Documents, directly any of the transactions contemplated herein or indirectlythe actual or proposed use of the proceeds of the Loans. (b) All payments made under Sections 4.1, by circumstances beyond its reasonable control.4.4, including without limitation: acts 4.6 or 8.9(a) shall be paid as Special Indemnity Payments pursuant to the flow of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns funds set forth in communications systems; riots; loss or malfunction Section 3.08 of utilities or computer or internet services; labor disputes; acts the Intercreditor Agreements. (c) Without prejudice to the survival of any civilother agreement of any Borrower hereunder, military or governmental authoritythe agreements and obligations of each Borrower contained in this Section 8.9 shall survive the payment in full of the Loans and all other amounts payable under this Agreement. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive In consideration of the termination execution and delivery of this Agreement. a. The Participant Agreement by the Lender and the extension of credit under the Loans, the Borrower hereby agrees to indemnify indemnifies, exonerates and hold harmless holds the DistributorLender and its affiliates, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees agents and agentsadvisors (collectively, the "Indemnified Parties") free and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) harmless from and against any lossand all claims, liabilityactions, cost causes of action, suits, losses, costs, liabilities and expense damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ fees' fees and disbursements (collectively, collectively “Losses”the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the execution, delivery, enforcement, performance or administration of this Agreement and the other Loan Documents, or any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan or Letter of Credit, whether or not such Participant-action is brought against the Lender, the shareholders or creditors of the Lender or an Indemnified Party as or an Indemnified Party is otherwise a result party thereto and whether or not the transactions contemplated herein are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of (i) competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any breach by reason, the Participant Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of any provision of this Agreement; (ii) any failure on the part each of the Participant Indemnified Liabilities which is permissible under applicable law. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to perform it, any of its obligations set forth in this Agreement; (iii) Subsidiaries, any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party Credit Party, or any Participant Client about security holders or creditors thereof arising out of, related to or in connection with the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintransactions contemplated herein, in light of the circumstances under which they were made, not misleading except to the extent that such statement or omission relates to the Shares or any Participantliability is found in a final non-Indemnified Party unless, in either case, such representation, statement or omission was included appealable judgment by the Participant at the written direction a court of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and competent jurisdiction to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-resulted from such Indemnified Party’s own fraud, bad faith, willful misconduct, 's gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participantwillful misconduct; provided, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinhowever, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Indemnified Party be liable for specialconsequential, indirect or consequential loss or damage of any kind whatsoever (including but not limited special, as opposed to lost profits)direct, even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications servicedamages. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 The Sub-Adviser shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) Adviser from and against any and all claims, losses, liabilities, damages or litigation (including reasonable attorney's fees and other related expenses) incurred by the Adviser caused by the willful misconduct, gross negligence, or material breach of this Agreement by Sub-Adviser, provided, however, that the Sub-Adviser's obligation under this Paragraph 9 shall be reduced to the extent that the claim against, or the loss, liability, cost damage or litigation experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. The Adviser shall indemnify and expense hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities, damages or litigation (including reasonable attorneys’ fees, collectively “Losses”attorney's fees and other related expenses) incurred by such Participantthe Sub-Indemnified Party as a result of Adviser caused by (i) any the willful misconduct, gross negligence, or material breach of this Agreement by the Participant of any provision of this AgreementAdviser; and (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials the Prospectus covering shares of a Fund, all marketing materials and advertising, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinstatement therein not misleading, unless such statement or omission was made in light of reliance upon written information furnished to a Fund or the circumstances Adviser by the Sub-Adviser, provided, however, that the Adviser's obligation under which they were made, not misleading this Paragraph 9 shall be reduced to the extent that such statement the claim against, or omission relates the loss, liability, damage or litigation experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Shares Sub-Adviser's own willful misfeasance, bad faith or any Participant-Indemnified Party unlessgross negligence, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. under this Agreement. Without limitation, the Sub-Adviser shall not have breached any obligation to the Adviser and shall incur no liability for losses resulting from force majeure or other events beyond the control of the Sub-Adviser, including without limitation any failure, default or delay in performance resulting from computer failure or a breakdown in communications not reasonably within the control of the Sub-Adviser. No warranty is given by the Sub-Adviser as to the performance or profitability of the Funds or any part thereof or that the investment objectives of the Funds, including without limitation its risk control or return objectives, will be successfully accomplished and the Sub-Adviser shall have no liability in respect of any losses arising as a result of any failure to achieve such objectives absent willful misconduct, bad faith, gross negligence or the reckless disregard of its duties under this Agreement. Further, the Adviser and Sub-Adviser agree that Adviser shall be solely responsible for determining which tax lot securities will be sold in seeking to minimize tax consequences to the Tax-Managed Large Cap Fund (the "Tax-Managed Fund"). The Distributor hereby agrees to Adviser shall indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “DistributorSub-Indemnified Party”) Adviser from and against any Losses and all claims, losses, liabilities, damages or litigation (including reasonable attorney's fees and other related expenses) incurred by such Distributor-Indemnified Party as a result of (i) any breach the Adviser caused by the Distributor of any provision of this Agreement; (ii) any failure on the part implementation of the Distributor Tax-Managed Fund's tax-oriented goals or failure to perform appropriately sell securities in seeking to limit tax consequences to the Tax-Managed Fund. Without limiting the foregoing, the Sub-Adviser shall have no liability for any of its obligations set forth in this Agreement; (iii) any failure act or omission taken by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinAdviser, in light of the circumstances under which they were madeanother sub-adviser, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf third party, in respect of the Trust or the Fund by non-GSAM Portion of a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunderFund. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive (a) The Company, to the termination of this Agreement. a. The Participant hereby maximum extent permitted by applicable law, agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act Lender-Related Person (each a such Person, an “Participant-Indemnified Party”) from and against any lossand all Liabilities and expenses (including, liabilitywithout limitation, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) that may be incurred by such Participant-or asserted or awarded against any Indemnified Party as a result Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any Proceeding or preparation of defense in connection therewith) (i) any breach by in the Participant case of any provision the Arrangers, the Administrative Agent and their Related Parties only, the structuring, arrangement or syndication of this Agreement; the credit facility established hereby (and all related commitment and fee letters and the execution, delivery or performance thereof) and (ii) any failure on this Agreement and the part other Loan Documents and the transactions contemplated herein or the actual or proposed use of the Participant proceeds of the Loans, except, in each case, to perform any the extent such Liabilities or expenses are found in a final, non-appealable judgment by a court of its obligations set forth in this Agreement; (iii) any failure by competent jurisdiction to have resulted from the Participant to comply with applicable Law; (iv) representations by any Distributor-gross negligence or willful misconduct of such Indemnified Party or any Participant Client about Related Party of such Indemnified Party. In the Shares case of a Proceeding to which the indemnity in this Section 10.09 applies, such indemnity shall be effective whether or not such Proceeding is brought by the Company or any Participant-of its directors, shareholders or creditors or an Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. This paragraph shall not apply with respect to state therein a material fact required to be stated therein Taxes other than any Taxes that represent losses, claims or necessary to make the statements thereindamages arising from any non-Tax claim. (b) The Company agrees that no Lender-Related Person shall have any Liability (whether direct or indirect, in light contract or tort or otherwise) to it, any of its Subsidiaries, any guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the circumstances under which they were madetransactions contemplated herein, not misleading except, subject to the immediately following sentence, to the extent that such statement or omission relates Liability is found in a final non-appealable judgment by a court of competent jurisdiction to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) have directly resulted from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard willful misconduct of such Lender-Related Person or its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, Affiliates or their officers, employees and agentsdirectors or employees. To the extent permitted by applicable law, the Company shall not assert, and each personthe Company hereby waives, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach claim against any Lender-Related Person, on any theory of liability, for any Liabilities arising from the use by others of information or other materials (including any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Distributor Internet), except to the extent such Liability is determined in a final, non-appealable judgment by a court of any provision competent jurisdiction to have resulted from the gross negligence or willful misconduct of this Agreement; such Lender-Related Person or its Affiliates or their officers, directors or employees and (ii) any failure Liabilities against any Lender-Related Person, on the part any theory of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinliability, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect indirect, consequential or consequential loss punitive damages (as opposed to direct or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement actual damages) arising out of or causedotherwise relating to this Agreement, directly any other Loan Document or indirectlyany of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. (c) To the extent that the Company fails to pay any amount required to be paid by it under Section 10.05 or 10.09 (a) to the Administrative Agent (or any sub-agent thereof) or any of its Related Parties, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by circumstances beyond or asserted against the Administrative Agent (or such sub-agent) in its reasonable controlcapacity as such, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts against any Related Party of any civilof the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. For purposes of this Section 10.09(c), military or governmental authority. i. Neither the Transfer Agent nor the Distributor a Lender’s “pro rata share” shall be required to advance, expend determined based upon its percentage of the aggregate principal amount of the Loans and the Commitments at the time (or risk its own funds or otherwise incur or become exposed to financial liability most recently outstanding and in the performance of its duties hereundereffect).

Indemnification Limitation of Liability. This Section 10 paragraph shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, the Trust, Fundsthe Index Receipt Agent, Transfer Agent and their respective subsidiaries, Affiliated Personsaffiliated persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a an “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant (or an affiliate of the Participant with respect to research report generated by such affiliate) of any provision of this AgreementAgreement that relates to the Participant; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this the Agreement; (iii) any failure by the Participant (or an affiliate of the Participant with respect to research report generated by such affiliate) to comply with applicable Lawlaws, including rules and regulations of self-regulatory organizations; or (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent by Participant reasonably believed by any of them such Indemnified Party to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Personsaffiliated persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a an “Distributor-Indemnified Party”) from and against any Losses loss, liability, cost and expense (including attorneys’ fees) incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this AgreementAgreement that relates to the Distributor; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Lawlaws, including rules and regulations of self-regulatory organizations; or (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions issued by the Distributor reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything The Distributor shall not be liable to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement damages arising out of (i) mistakes or errors in data provided in connection with Orders, purchase or redemption transactions except for data provided by the other or Distributor; (ii) mistakes or errors by or arising out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth hereinthe Index Receipt Agent, the Trust or the Adviser, (iii) mistakes or errors of the Index Receipt Agent, or expressly incorporated herein by reference(iv) differences in performance between the Fund’s Net Asset Value (“NAV”), and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraudIntraday Indicative Value (“IIV”), bad faith, gross negligence, willful misconductthe Deposit Securities, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised underlying index benchmark of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications serviceFund. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 (a) Subject to the provisions of paragraph (c) below, the Borrower shall survive indemnify the termination of this Agreement. a. The Participant hereby agrees to indemnify Agent, the Banks and hold harmless the Distributor, Trust, Funds, Transfer Agent each affiliate thereof and their respective subsidiariesdirectors, Affiliated Personsofficers, employees and agents (each an “Indemnitee”) from, and hold each of them harmless against, any and all losses, liabilities or damages to which any of them may become subject, insofar as such losses, liabilities or damages arise out of or result from (i) any actions, suits, proceedings (including any investigations or inquiries, actual or threatened) or claims by third parties against or involving any Indemnitee related to the actual or proposed use by the Borrower of the proceeds of any extension of credit by any Bank hereunder (collectively, “Claims” and individually, a “Claim”), or (ii) breach by the Borrower of this Agreement or any other Loan Document, or (iii) any actions taken by the Agent or any of the Banks to enforce this Agreement or any of the other Loan Documents against the Borrower at a time when an Event of Default shall have occurred and then be continuing, and the Borrower shall reimburse the Agent and each Bank, and each Affiliate thereof and their respective directors, officers, employees and agents, upon demand for the reasonable out-of-pocket expenses (including, without limitation, reasonable legal fees) actually and each personreasonably incurred in connection with any such Claim, breach or action. (b) In no event shall the indemnity provided for in Section 9.04(a) extend to any Claim or disbursement of any Indemnitee resulting from, pertaining to or arising in any manner out of, or in any manner relating to any Claim or disbursement which, (i) is the subject matter of another indemnity provision (for which the Borrower is the indemnitor) of this Agreement, (ii) the willful misconduct or gross negligence of such Indemnitee, (iii) any breach by such Indemnitee of its representations or obligations under any Loan Document, (iv) the violation by such Indemnitee of any law, rule or regulation binding upon such Indemnitee (including without limitation any law, rule or regulation governing the operation of national banks), (v) any costs, fees or expenses arising out of the acquisition or transfer by such Indemnitee of any interest in the Notes or the Loan Documents except any such transfer (x) in connection with the exercise of remedies hereunder in accordance with the terms of Section 6.01 hereof after the occurrence of an Event of Default or (y) occurring at the direction of the Borrower, (vi) is one with respect to which any Indemnitee has a right to participate in a proceeding with respect to such Claim, if such Indemnitee refuses to implead, to the extent reasonable and practicable, any party whom the Borrower believes is ultimately responsible with respect to such Claims or to assert, to the extent reasonable and practicable, any cross-claims the Borrower deems appropriate where it is not possible for the Borrower to assert such rights itself or (vii) the economic assumptions underlying any Indemnitee’s entry into the transactions contemplated by or related to this Agreement proving to be incorrect, thereby reducing the expected economic return to such Indemnitee, except to the extent such assumptions were based on representations of the Borrower herein or financial information provided by the Borrower pursuant hereto or because the Borrower’s exercise of any of its rights hereunder in accordance with the terms of this Agreement decreases the expected economic return to such Indemnitee. The following shall apply to all claims for indemnity under this Section 9.04 (and under the Commitment Letter referred to in Section 9.03): (A) If any Indemnitee has actual knowledge of any Claim hereby indemnified against it, it shall give prompt written notice thereof to the Borrower; provided, however, that the failure of an Indemnitee to give such notice shall not relieve the Borrower of its obligations hereunder, unless such failure prejudices the Borrower’s ability to contest such claim in any material respect. Any payment made by the Borrower to an Indemnitee pursuant to this Section 9.04 shall not be deemed to be a waiver or release of any right or remedy (including any remedy of damages) the Borrower may have against such Indemnitee if, as a result of the failure by an Indemnitee to give the Borrower notice in accordance with the preceding sentence, the Borrower is prejudiced in any material respect in the exercise of its rights to contest the Claims indemnified against pursuant to this Section 9.04. (B) Each Claim against an Indemnitee by a third party shall, if reasonably requested by the Borrower, be contested by the Indemnitee in good faith by appropriate proceedings, provided that the Borrower shall indemnify such Indemnitee in full in respect of any reasonable out-of-pocket fees, costs or expenses reasonably and actually incurred by such Indemnitee in conducting such contest (such costs, if requested by the Indemnitee, to be funded by the Borrower concurrently with such contest) and the amount of any interest or penalties which are required to be paid as a direct result of contesting such Claim. The Borrower shall be entitled to assume responsibility for and control of the defense of any Claim in respect of which any Indemnitee makes or intends to make a claim against the Borrower for indemnity pursuant to this Section 9.04, provided that (i) the legal counsel retained by the Borrower for such purpose is reasonably acceptable to the Agent and (ii) the Borrower pursues such contest diligently and in good faith and, upon the reasonable request of the Agent, provides the Agent with reasonable details of the status of the contest and copies of legal briefs, court filings and, subject to applicable considerations of legal privilege, counsel’s memoranda relevant to such contest. In the event that (1) an Event of Default shall have occurred and be continuing or (2) the Borrower fails to comply with the foregoing requirements in any material respect, the applicable Indemnitee may, if such Event of Default or failure, as the case may be, continues after such Indemnitee has given the Borrower a reasonable opportunity, taking into account existing circumstances, to effect the applicable level of compliance, reassume responsibility for and control of the relevant contest, which, in such circumstances, such Indemnitee agrees to pursue diligently and in good faith. To the extent the Borrower is entitled to defend any claim hereunder, the Indemnitee shall cooperate in good faith with the Borrower and may participate in the defense thereof at such Indemnitee’s sole cost and expense. (C) Each Indemnitee shall supply the Borrower with such information as the Borrower shall reasonably request to defend or participate in any proceeding permitted by this Section 9.04; provided, however, that any such information which is proprietary or confidential need be furnished only under such arrangements designed to preserve to confidentiality or proprietary nature of the information as shall be reasonable under the circumstances. (D) No Indemnitee shall enter into a settlement or other compromise or consent to a judgment with respect to any Claim without the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed) unless such Indemnitee waives its rights in writing with respect to such Claims under this Section 9.04. The entering into of any such settlement or compromise or consent without the Borrower’s prior written consent (unless the withholding of such consent by the Borrower requested by such Indemnitee shall have been unreasonable) shall constitute a waiver by such Indemnitee of its rights of indemnification hereunder in respect of such matter. (E) In the event the Borrower shall be obligated to indemnify any Indemnitee pursuant to this Section 9.04, the Borrower shall be subrogated to the rights of such Indemnitee in respect of the matter as to which the indemnity was paid and may pursue the same at the Borrower’s expense. If any Indemnitee shall obtain a recovery of all or any part of any amount which the Borrower shall have paid to such Indemnitee or for which the Borrower shall have reimbursed such Indemnitee pursuant to this Section 9.04, any Indemnitee shall promptly pay or cause to be paid to the Borrower an amount equal to such recovery together with any interest (other than interest for the period, if any, who controls after such persons within Claims were paid by such Indemnitee until such Claims were paid or reimbursed by the meaning Borrower) received by such Indemnitee an account of such payment or reimbursement. (c) The indemnities contained in this Section 15 9.04 shall expire and be of no further force or effect with respect to any Claim notice of which shall not have been given to the Borrower in writing (referring expressly to this Section 9.04) on or prior to the second anniversary of the 1933 Act (each a “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part repayment in full of the Participant Loan and the termination of the Commitment. (d) The Borrower agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to perform either of them, any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party their Subsidiaries, or any Participant Client about security holders or creditors thereof arising out of, related to or in connection with the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintransactions contemplated herein, in light of the circumstances under which they were made, not misleading except to the extent that such statement or omission relates to the Shares or any Participantliability is found in a final non-Indemnified Party unless, in either case, such representation, statement or omission was included appealable judgment by the Participant at the written direction a court of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and competent jurisdiction to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Partyresulted from such Indemnitee’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard willful misconduct. The Borrower agrees not to assert any claim against the Agent, any Bank, any of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participanttheir affiliates, its or any of their respective subsidiaries, Affiliated Persons, directors, officers, employees and employees, attorneys, agents, and each personadvisers, if anyon any theory of liability, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect indirect, consequential, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement punitive damages arising out of or causedotherwise relating to the Loan Documents, directly any of the transactions contemplated herein or indirectly, by circumstances beyond its reasonable control, including without limitation: acts the actual or proposed use of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction the proceeds of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authoritythe Loans. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. (a) The Participant hereby Borrower agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and each Lender and each of their affiliates and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees and agents, and each personadvisors (each, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-an "Indemnified Party”") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost and cost, or expense (including reasonable attorneys’ feesis found in a final, collectively “Losses”) incurred non-appealable judgment by a court of competent jurisdiction to have resulted from such Participant-Indemnified Party as a result Party's gross negligence or willful misconduct. In the case of (i) any breach an investigation, litigation or other proceeding to which the indemnity in this Section 13.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of Borrower, its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-directors, shareholders or creditors or an Indemnified Party or any Participant Client about the Shares other Person or any Participant-Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (including the Trust and/or Fund(s)whether direct or indirect, in contract or tort or otherwise) that is not included in the Trust’s then-current Prospectus; (v) to it, any untrue statement or alleged untrue statement of a material fact contained in its Subsidiaries, any Section 8.b Materials Guarantor, or any alleged omission security holders or creditors thereof arising out of, related to state therein a material fact required to be stated therein or necessary to make in connection with the statements thereintransactions contemplated herein, in light of the circumstances under which they were made, not misleading except to the extent that such statement or omission relates to the Shares or any Participantliability is found in a final non-Indemnified Party unless, in either case, such representation, statement or omission was included appealable judgment by the Participant at the written direction a court of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and competent jurisdiction to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-directly resulted from such Indemnified Party’s own fraud, bad faith, willful misconduct, 's gross negligence or reckless disregard willful misconduct. The 108 115 Borrower agrees not to assert any claim against the Agent, any Lender, any of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participanttheir affiliates, its or any of their respective subsidiaries, Affiliated Persons, directors, officers, employees and employees, attorneys, agents, and each personadvisers, if anyon any theory of liability, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect indirect, consequential, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement punitive damages arising out of or causedotherwise relating to the Loan Documents, directly any of the transactions contemplated herein or indirectly, by circumstances beyond its reasonable control, including without limitation: acts the actual or proposed use of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction the proceeds of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authoritythe Loans. i. Neither (b) agreements and obligations of the Transfer Agent nor Borrower contained in this Section 13.9 shall continue in effect notwithstanding the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunderFacility Termination Date.

Indemnification Limitation of Liability. This Section 10 Whether or not the transactions contemplated herein are consummated, the Borrower shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent each Agent-Related Person and each Lender and each of their Affiliates and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees and agents, and each personattorneys-in-fact (each, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a an “Participant-Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) of any kind or nature that may be incurred by or asserted or awarded against any Indemnified Party, in any way arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Credit Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans or Letters of Credit or any actual or alleged presence or release of Hazardous Substances on or from any property currently or formerly owned or operated by the Borrower or any Subsidiary (including any Excluded Subsidiary), or any Environmental Claim related in any way to the Borrower or any Subsidiary (including any Excluded Subsidiary) (all of the foregoing, collectively, the “Indemnified Liabilities”), except to the extent such claim, damage, loss, liability, cost and cost, or expense (including reasonable attorneys’ feesis found in a final, collectively “Losses”) incurred non-appealable judgment by a court of competent jurisdiction to have resulted from such Participant-Indemnified Party as a result Party’s gross negligence or willful misconduct. In the case of (i) any breach an investigation, litigation or other proceeding to which the indemnity in this Section 14.2 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of Borrower, its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-directors, shareholders or creditors or an Indemnified Party or any Participant Client about the Shares other Person or any Participant-Indemnified Party (including the Trust and/or Fund(s)) is otherwise a party thereto. The Borrower agrees that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-no Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken damages arising from the use by others of any information or omittedother materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, or nor shall any Indemnified Party have any liability for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited damages relating to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange other Credit Document or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of its activities in connection herewith or causedtherewith (whether before or after the Effective Date). All amounts due under this Section 14.2 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts the replacement of any civilLender, military the termination of the Commitments and the repayment, satisfaction or governmental authoritydischarge of all the other Obligations. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive In consideration of the termination execution and delivery of this Agreement. a. The Participant Agreement by the Agent, the Issuing Bank and each Lender and the extension of credit under the Loans, the Borrower hereby agrees to indemnify indemnifies, exonerates and hold harmless holds the DistributorAgent, Trust, Funds, Transfer Agent NCMI and each Lender and each of their respective subsidiariesaffiliates, Affiliated Personsofficers, directors, officersemployees, employees agents and agentsadvisors (collectively, the "Indemnified Parties") free and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) harmless from and against any lossand all claims, liabilityactions, cost causes of action, suits, losses, costs, liabilities and expense damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ fees' fees and disbursements (collectively, collectively “Losses”the "Indemnified Liabilities") that are incurred by or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the execution, delivery, enforcement, performance or administration of this Agreement and the other Loan Documents, or any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan or Letter of Credit, whether or not such Participant-action is brought against the Agent or any Lender, the shareholders or creditors of the Agent or any Lender or an Indemnified Party as or an Indemnified Party is otherwise a result party thereto and whether or not the transactions contemplated herein are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of (i) competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any breach reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. If any claim or demand for which Borrower would be required to indemnify an Indemnified Party if adversely determined is asserted against or sought to be collected from such Indemnified Party by any Person, the Indemnified Party shall with reasonable promptness notify in writing the Borrower of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party's claim for indemnification; PROVIDED, HOWEVER, that any failure to give such notice promptly will not waive any rights of the Indemnified Party except to the extent the rights of the Borrower are actually prejudice. After receipt by the Participant Borrower of such notice, then upon reasonable notice from the Borrower to the Indemnified Party, the Borrower shall have the right to assume the control of the defense and compromise of any provision of such claim or demand, and shall not be required to indemnify the Indemnified Party under this Agreement; (ii) any failure on SECTION 11.9 if the part Indemnified Party compromises or settles such claim or demand without the written consent of the Participant Borrower or if the Indemnified Party does not reasonably cooperate with Borrower in the defense, compromise or investigation of such claim or demand. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to perform it, any of its obligations set forth in this Agreement; (iii) Subsidiaries, any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party Credit Party, or any Participant Client about security holders or creditors thereof arising out of, related to or in connection with the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintransactions contemplated herein, in light of the circumstances under which they were made, not misleading except to the extent that such statement or omission relates to the Shares or any Participantliability is found in a final non-Indemnified Party unless, in either case, such representation, statement or omission was included appealable judgment by the Participant at the written direction a court of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and competent jurisdiction to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-resulted from such Indemnified Party’s own fraud, bad faith, willful misconduct, 's gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participantwillful misconduct; provided, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinhowever, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Indemnified Party be liable for specialconsequential, indirect or consequential loss or damage of any kind whatsoever (including but not limited special, as opposed to lost profits)direct, even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications servicedamages. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless Gxxxxxxxx, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties a result of Gxxxxxxxx’x gxxxx negligence, bad faith or willful misconduct. (ii) Gxxxxxxxx shall indemnify and hold harmless the Company from and against any and all Losses arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of Gxxxxxxxx’x gxxxx negligence, bad faith or willful misconduct. (iii) Notwithstanding anything herein to the contrary, but without limiting the Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. (iv) Any liability whatsoever of Gxxxxxxxx, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company to Gxxxxxxxx(but not including Expenses) Cxxxxx Global Equity Fund May 10, 2021 (v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company. (vi) This Section 10 paragraph (f) shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless Xxxxxxxxx, its affiliates and their respective stockholders, officers, directors, employees and agents (the “Xxxxxxxxx Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of Xxxxxxxxx’x gross negligence or willful misconduct. Xxxxxxxxx shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by Xxxxxxxxx or its affiliates, or their respective officers, directors, employees and agents, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of the Company’s gross negligence or willful misconduct. Xxxxxxxxx shall notify the Company promptly upon becoming aware of the assertion of a claim against any Xxxxxxxxx Indemnified Person; provided, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the Tata Motors Limited March 27, 2015 extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify Xxxxxxxxx promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and Xxxxxxxxx may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action or proceeding and retain its own counsel at such Indemnified Person’s expense. (ii) Notwithstanding anything herein to the contrary, but without limiting either party’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. (iii) Any liability whatsoever of Xxxxxxxxx, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to Xxxxxxxxx (but not including Expenses). (iv) This Section 10 paragraph (f) shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 10.1. Consultant shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the DistributorClient, Trust, Funds, Transfer Agent its affiliates and their respective subsidiaries, Affiliated Persons, directors, officers, and employees (individually and agentscollectively, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified PartyClient Indemnitees”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part Claims arising out of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included Claims are caused by the Participant at the written direction negligence, breach of the Trust contract, or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions willful misconduct of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized PersonConsultant. The foregoing shall does not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Partyinclude Client’s own fraud, bad faith, willful misconduct, gross negligence attorney’s fees or reckless disregard of its duties hereunderother fees. b. The Distributor hereby 10.2. Client agrees to indemnify and hold harmless the Participantthat Consultant, its affiliates and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agentsemployees, and each personcontractors (individually and collectively, if any, who controls such persons within the meaning of Section 15 “Consultant Indemnitees”) shall not be liable for Claims arising out of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach Agreement, to the extent Claims are caused by the Distributor negligence, breach of contract, or willful misconduct of Client. 10.3. Consultant shall not be liable to a Client Indemnitee or any third party for the creation, existence or release of any provision type of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement hazardous or alleged untrue statement of a material fact contained in the Prospectus toxic waste, material, chemical, compound or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinsubstance, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf type of environmental hazard, contamination or pollution, whether latent or patent, or the violation of any law or regulation relating thereto, existing at a Site prior to commencement of the Trust or the Fund by a DistributorServices (“Pre-Indemnified Party in writing Existing Condition”), and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to Client agrees that Consultant shall have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant no liability for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus Claims sustained in connection with a Pre-Existing Condition except to the offer extent the Pre-Existing Condition is exacerbated by the negligence or sale willful misconduct of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectusa Consultant Indemnitee. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent 10.4. Neither Party shall be liable to each other the other, including without limitation, insurers, for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orderslost, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth hereindelayed, or expressly incorporated herein by referencediminished profits, and no implied covenants revenues, business opportunities or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, production or for any error of judgment madeincidental, in the performance of their duties hereunder. g. In no event shall any Party be liable for collateral, special, indirect indirect, punitive, exemplary, financial, consequential, or consequential loss economic losses or damage damages of any kind whatsoever (including but not limited to lost profits)or nature whatsoever, even if advised however caused regardless of whether the Client Indemnitee or Consultant Indemnitee, as applicable, knew or should have known of the likelihood possibility of such loss losses or damage and regardless of the form of actiondamages. 10.5. In no event shall any Party will a Consultant Indemnitee be liable to a Client Indemnitee or anyone claiming by, through or under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable controlit, including without limitation: acts , insurers, for any amount in excess of God; earthquakes; extreme weather eventsConsultant’s insurance limits as provided herein. To the maximum amount permitted by law, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction Consultant shall have no liability if Client fails to initiate legal proceedings within twelve (12) months of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunderthe Services. Client releases Consultant Indemnitees from any damages sustained by Client in excess of the amount stated in this Section, and to the maximum extent permitted by law, from any claim that it is the subject of proceedings not initiated within the time period specified in this Section. 10.6. The provisions of this Section 10 will (i) apply to the fullest extent allowed by law, and (ii) survive the completion of Services and the expiration, cancellation, or termination of the Agreement.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. (a) The Participant hereby agrees Borrowers jointly and severally agree to protect, indemnify and hold harmless Lender and each of its officers, affiliates, directors, employees, attorneys, accountants, consultants, representatives, agents and Participants (collectively called the Distributor"INDEMNITEES") from and against any and all liabilities, Trustobligations, Fundslosses, Transfer Agent damages, penalties, actions, judgments, suits, claims, costs, expenses and their respective subsidiariesdisbursements (including, Affiliated Personswithout limitation, payment by Lender of any obligations due or past due under any contract or agreement to which either Borrower is or becomes a party) of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of this Agreement or any of the other Loan Documents, or any act, event or transaction related or attendant thereto, the agreements of Lender contained herein, the making of Loans, the management of such Loans or the Collateral (including any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of such Loans hereunder (collectively, the "INDEMNIFIED MATTERS"); PROVIDED that the Borrowers shall not have any obligation to any Indemnitee hereunder with respect to Indemnified Matters caused by or resulting from the willful misconduct or gross negligence of such Indemnitee; PROVIDED, FURTHER that neither Borrower shall have an obligation to any Indemnitee hereunder with respect to taxes that are imposed on the net income of any Indemnitee or any franchise or doing business taxes imposed on any Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees. (b) To the extent permitted by applicable law, no claim may be made by the Borrowers or any other Person against Lender or any of its affiliates, directors, officers, employees and employees, agents, and each personattorneys, if anyaccountants, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against representatives, consultants or Participants for any lossspecial, liabilityindirect, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant consequential or punitive damages in respect of any provision claim for breach of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust contract or any other person on behalf theory of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement liability arising out of or causedrelated to the transactions contemplated by any of the Loan Documents or any act, directly omission or indirectlyevent occurring in connection therewith; and the Borrowers hereby waive, by circumstances beyond release and agree not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authorityfavor. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 a. Each party hereto agrees to indemnify and hold the other (including officers, directors, agents and employees of such party or its Affiliates) harmless against any loss, damage, expense or cost, including reasonable attorneys’ fees (collectively, “Damages”) arising out of or in connection with, resulting from or relating to any breach of any of such party’s warranties or representations set forth in Sections 7 or 8 above, respectively (“Indemnified Claims”). Each party shall promptly inform the other in writing of any such Indemnified Claim. b. In connection with any Indemnified Claims, the party so indemnifying (the “Indemnitor”) agrees to defend, contest or otherwise protect the indemnified party (the “Indemnitee”) against any such suit, action, investigation, claim or proceeding at the Indemnitor’s own cost and expense. The Indemnitee shall have the right, but not the obligation to participate, at its own expense, in the defense thereof by counsel of its own choice. In the event that the Indemnitor fails to notify Indemnitee in writing that it will defend, contest or otherwise protect against any such Indemnified Claim within ten (10) days after written notice from the Indemnitee, the Indemnitee shall have the right upon five (5) days’ written notice to the Indemnitor to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the entire cost thereof from the Indemnitor, including without limitation, reasonable attorneys’ fees, disbursements and all reasonable amounts applied as a result of such suit, action, investigation, claim or proceeding or compromise or settlement thereof. The obligations hereunder shall survive the any termination or expiration of this Agreement. a. The Participant hereby agrees c. Anything herein to the contrary notwithstanding, if LICENSEE’S use of the Licensed Property as permitted by this Agreement is enjoined due to an Indemnified Claim for which LICENSOR is required to indemnify and hold harmless the DistributorLICENSEE (“LICENSOR’s Indemnified Claim”), TrustLICENSOR will, Fundsat its sole expense, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of either: (i) any breach by procure for LICENSEE the Participant of any provision of this Agreement; (ii) any failure on right to continue to exercise its rights under the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinLicense, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes replace the Licensed Property with non-infringing, substantially equivalent products or errors functionality, or (iii) suitably modify the Licensed Property so that it is not infringing; or, (iv) in the event (i), (ii) and (iii) are not achievable on commercially reasonable terms or in a commercially reasonable manner, at LICENSEE’s option, accept return of the Licensed Property and refund to LICENSEE all License Fees paid to LICENSOR under this Agreement. In the event that (1) LICENSEE’s use of the Licensed Property as permitted by this Agreement is enjoined other than due to a LICENSOR’s Indemnified Claim or out of interruptions (2) after the date hereof either party discovers that the Licensed Property infringes a third party patent and there is at that time no injunction, the parties agree to work together to pursue the actions set forth in (i) or delays of communications (iii) above and will share costs with a service provider respect to the Trustsuch actions in an equitable and good faith manner. e. Each of the Participantd. Neither LICENSOR, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor LICENSEE nor the Transfer Agent, whether acting directly or through agents or attorneys, their respective Affiliates shall be liable for any action taken incidental, consequential, punitive or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised damages of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement other arising out of or causedin connection with this Agreement. Except with respect to LICENSOR’S Indemnified Claims, directly in any action arising out of contract, negligence, strict product liability, tort or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts warranty the maximum amount of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor recovery against LICENSOR by LICENSEE shall be required limited to advance, expend the aggregate fees paid or risk its own funds or otherwise incur or become exposed payable to financial liability in the performance LICENSOR under Section 3 of its duties hereunderthis Agreement.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. (a) The Participant hereby Borrower agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and each Lender and each of their affiliates and their respective subsidiaries, Affiliated Persons, officers directors, officersemployees, employees and agents, and each personadvisors (each, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-an "Indemnified Party”") from and against any lossand all claims, liabilitydamages, cost losses, liabilities, costs, and expense expenses (including including, without limitation, reasonable attorneys’ fees, collectively “Losses”' fees and disbursements) ("Indemnified Liabilities") incurred by such Participant-or awarded against any Indemnified Party as a result Party, in each case arising out of or in connection with or by reason of (iincluding, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any breach of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such Indemnified Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct or to the extent relating to actions or proceedings between or among the Indemnified Parties and the Lenders not arising from any action or inaction of the Borrower or any Credit Party. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of Borrower, its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-directors, shareholders or creditors or an Indemnified Party or any Participant Client about the Shares other Person or any Participant-Indemnified Party (including is otherwise a party thereto and whether or not the Trust and/or Fund(s)) transactions contemplated hereby are consummated. If and to the extent that is not included in the Trust’s then-current Prospectus; (v) foregoing undertaking may be unenforceable for any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary reason, the Borrower hereby agrees to make the statements therein, in light maximum contribution to the payment and satisfaction of each of the circumstances Indemnified Liabilities which is permissible under applicable law. This Section 11.9 supersedes any prior agreements of the parties as to indemnification or limits on liability. (b) If a claim is to be made by a party entitled to indemnification under this Section 11.9, Section 3.2(g) or Section 7.15 hereof against the Borrower, the applicable Indemnified Party shall give written notice to the Borrower promptly after such Indemnified Party receives actual notice of any claim, action, suit, loss, cost, liability, damage or expense incurred or instituted for which they were madethe indemnification is sought. If requested by the Borrower in writing, not misleading and so long as no Default or Event of Default shall have occurred and be continuing, such Indemnified Party shall contest at the expense of the Borrower the validity, applicability and/or amount of such suit, action, or cause of action to the extent such contest may be conducted in good faith on legally supportable grounds. If any lawsuit or enforcement action is filed against any Indemnified Party, written notice thereof shall be given to the Borrower as soon as practicable (and in any event within 20 days after the service of the citation or summons. Notwithstanding the foregoing, the failure so to notify the Borrower as provided in this section will relieve the Borrower from liability hereunder only if and to the extent that such statement failure results in the forfeiture by the Borrower of any substantive rights or omission relates defenses or results in demonstrable monetary harm to the Shares Borrower (but such relief from liability shall only be the extent of such demonstrable monetary harm). The applicable Indemnified Party shall control the defense and investigation of such lawsuit o action and shall employ and engage counsel of its own choice to handle and defend the same, at the Borrower's cost, risk and expense; provided, however, that the Borrower may, at its own cost participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom and the Indemnified Party shall provide reasonable cooperation with any such participation to the extent determined, in such Indemnified Party's sole judgement, not to be detrimental to the interests and rights of such Indemnified Party. If the Borrower has acknowledged in writing to any Indemnified Party its obligation to indemnify hereunder (including during the twenty (20) day notice period described below), such Indemnified Party, so long as no Default or Event of Default shall have occurred and be continuing, shall not settle such lawsuit or enforcement action without the prior written consent of the Borrower and, if the Borrower has not so acknowledged its obligation, such Indemnified Party shall not settle such lawsuit or enforcement action without giving twenty (20) days' prior written notice of such settlement and its terms to the Borrower. (c) The Borrower agrees that no Indemnified Party shall have anyliability (whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor, or any Participant-Indemnified Party unlesssecurity holders or creditors thereof arising out of, related to or in either caseconnection with the transactions contemplated herein, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued except to the Trust, the Distributor or the Transfer Agent reasonably believed extent that such liability is found in a final non-appealable judgment by any a court of them to be genuine and competent jurisdiction to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-resulted from such Indemnified Party’s own fraud, bad faith, willful misconduct, 's gross negligence or reckless disregard of its duties hereunderwillful misconduct; provided, however, in no event shall any Indemnified Party be liable for punitive, consequential, indirect or special damages, as opposed to direct damages. b. The Distributor hereby agrees (d) Without prejudice to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning survival of Section 15 any other agreement of the 1933 Act (each a “Distributor-Indemnified Party”) from Borrower hereunder, the agreements and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part obligations of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact Borrower contained in Section 11.9, Section 3.2(g) and Section 7.15 shall survive the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, payment in light full of the circumstances Obligations payable under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, occurrence of the Transfer Agent Facility Termination Date and the Fund will not indemnify the Participant for any violations expiration or termination of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 (a) Subject to subsection (c) below, Xxxxxx shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify indemnify, defend and hold harmless the Distributor, Trust, Funds, Transfer Agent InterMune and its Affiliates and their respective subsidiariesdirectors, Affiliated Personsofficers, agents and employees harmless from any and all claims, liabilities, damages and causes of action arising (collectively, “Liabilities”) to the extent arising from or in any way connected with [*] This indemnity shall not apply to the extent such claims, liabilities and causes of action are caused by the fault, breach of contract or tort (including negligence and strict liability) of InterMune. (b) Subject to subsection (c) below, InterMune shall indemnify, defend and hold Xxxxxx, and its Affiliates and their respective directors, officers, agents and employees, harmless from and against any Liabilities arising from or in any way connected with [*] This indemnity shall not apply to the extent such claims, liabilities and causes of action are caused by the fault, breach of contract or tort (including negligence and strict liability) of Xxxxxx, its Affiliates or any [*] (c) A party (the “Indemnitee”) which intends to claim indemnification under this Section shall promptly notify the other party (the “Indemnitor”) in writing of any action, claim or other matter in respect of which the Indemnitee or any of its directors, officers, employees or agents, intend to claim such indemnification; provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder except to the extent the Indemnitor is prejudiced by such failure or delay. The Indemnitee shall permit, and shall cause its directors, officers, employees and agentsagents to permit, the Indemnitor at its discretion to settle any such action, claim or other matter, and each personthe Indemnitee agrees to the complete control of such defense or settlement by the Indemnitor. Notwithstanding the foregoing, if anythe Indemnitor shall not enter into any settlement that would adversely affect the Indemnitee’s rights hereunder, who controls nor impose any obligations on the Indemnitee in addition to those set forth herein in order for it to exercise such persons within rights, without Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. No such action, claim or other matter shall be settled without the meaning of Section 15 prior written consent of the 1933 Act (each a “Participant-Indemnified Party”) from and against Indemnitor, which shall not be unreasonably withheld or delayed. The Indemnitor shall not be responsible for any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) fees or other costs incurred by such Participant-Indemnified Party other than as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Personprovided herein. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of Indemnitee and its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agentsagents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach claim or other matter covered by the Distributor of any provision indemnification obligations of this Agreement; (ii) any failure on Section. The Indemnitee shall have the part of right, but not the Distributor obligation, to perform any be represented in such defense by counsel of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing own selection and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk at its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunderexpense.

Indemnification Limitation of Liability. This Section 10 shall survive Right to Indemnification. Subject to the termination of limitations and conditions provided in this Agreement. a. The Participant hereby agrees Article 9 and in the Act, each Person ("Indemnified Person") who was or is made a party or is threatened to indemnify and hold harmless be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (other than an action by or in the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 right of the 1933 Act Company) (each "Proceeding"), or any appeal in such a “Participant-Indemnified Party”Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that it, or a Person of whom it is the legal representative, is or was a Managing Member (or an owner, employee or agent thereof) from and or a member of the Advisory Board of the Company shall be indemnified by the Company against any lossjudgments, liability, cost and expense penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable costs and expenses (including, without limitation, attorneys’ ' fees, collectively “Losses”) actually incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus Person in connection with such Proceeding if such Indemnified Person acted in good faith and in a manner it reasonably believed to be in, or not opposed to, the offer best interest of the Company and, with respect to any criminal action or sale proceeding, had no reasonable cause to believe its conduct was unlawful. The termination of Shares any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and for any oral in a manner which it reasonably believed to be in or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything opposed to the contrary in this Agreement, none best interests of the ParticipantCompany or, Distributorwith respect to any criminal action or proceeding, Trust or Transfer Agent shall be liable that the Indemnified Person had reasonable cause to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trustbelieve that its conduct was unlawful. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This SECTION 5.1 Borrower hereby indemnifies and agrees to hold harmless and defend Lender, its successors and assigns and their respective officers, directors, shareholders, employees, attorneys, representatives and Affiliates (“Indemnified Persons”) from and against all claims, demands, actions, causes of action, judgments, liabilities, damages (including consequential, special or punitive damages, solely to the extent awarded in a final, non-appealable judgment by a court having jurisdiction over the Borrowers), penalties, fines, losses, costs, fees, expenses and disbursements (including, without limitation, reasonable, documented and out-of-pocket fees and expenses of attorneys and other professional consultants and experts in connection with any investigation or defense) of every kind, known or unknown, existing or hereafter arising, foreseeable or unforeseeable, which are imposed upon, threatened or asserted against or incurred or paid by any Indemnified Person at any time and from time to time, because of, resulting from, in connection with or arising out of (a) any breach or alleged breach of a representation or warranty or covenant of Borrower hereunder, or (b) the Loan, the Collateral or the Loan Documents (including but not limited to enforcement of Lender’s rights thereunder or the defense of Lender’s actions thereunder), excluding with respect to any Indemnified Persons, any of the foregoing directly caused by such Indemnified Person’s gross negligence or willful misconduct (“Indemnified Claims”). Upon notification and demand, Borrower agrees to provide defense of any Indemnified Claim and to pay all reasonable, documented and out-of-pocket costs and expenses of counsel selected by any Indemnified Person in respect thereof, to the extent Borrower does not otherwise assume the defense of such Indemnified Claim, but only to the extent Borrower has consented in advance to such counsel selected by such Indemnified Person (such consent not to be unreasonably withheld, conditioned or delayed). Borrower shall not settle any Indemnified Claim without the prior written consent of the Lender (which consent may not be unreasonably withheld, conditioned or delayed). Any Indemnified Person against whom any Indemnified Claim may be asserted reserves the right to settle or compromise any such Indemnified Claim as such Indemnified Person may determine in its sole discretion, and the obligations of such Indemnified Person, if any, pursuant to any such settlement or compromise shall be deemed included within the Indemnified Claims. Except as specifically provided in this section, and to the extent permitted by applicable law Borrower waives all notices from any Indemnified Person. The provisions of this Section 10 5.1 shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the DistributorSECTION 5.2 BORROWER AGREES THAT REGARDLESS OF ANY CLAIMS BORROWER MAY HAVE AGAINST LENDER, TrustBORROWER’S SOLE REMEDY WILL BE AN ACTION AT LAW FOR ACTUAL MONEY DAMAGES THAT WILL NOT EXCEED THE LOAN AMOUNT, FundsAND THAT BORROWER WILL NOT BE ENTITLED TO AND HEREBY WAIVES ANY AND ALL CLAIMS FOR, Transfer Agent and their respective subsidiariesPUNITIVE, Affiliated PersonsEXEMPLARY, directorsCONSEQUENTIAL, officersLOST PROFITS, employees and agentsSTATUTORY, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunderOR SPECIAL DAMAGES OF ANY KIND. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This (a) In addition to the payment of expenses pursuant to Section 10 14.4, whether or not the transactions contemplated hereby shall survive the termination of this Agreement. a. The Participant hereby agrees be consummated, each Note Party agrees, jointly and severally, to indemnify indemnify, pay and hold harmless each Purchaser and the Distributorpartners, Trustmembers, Funds, Transfer Agent and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees Affiliates and agentsagents of each Purchaser (collectively, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified PartyIndemnitees”) harmless from and against any lossand all liabilities, liabilityobligations, cost losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant disbursements of any provision of this Agreement; kind or nature whatsoever (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply including, without limitation, interest and penalties with applicable Law; (iv) representations by any Distributorrespect thereto and out-Indemnified Party or any Participant Client about the Shares or any Participantof-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor pocket expenses and the Trust; fees and (vi) actions disbursements of counsel for such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus Indemnitees in connection with the offer any investigative, administrative or sale of Shares and for judicial proceedings, whether or not such Indemnitees shall be designated a party thereto but excluding any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything lost profit with respect to the contrary in this Agreement, none its holding of the ParticipantNotes), Distributorwhether absolute, Trust accrued, conditional or Transfer Agent shall otherwise and whether or not resulting from third party claims, which may be liable imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to each other for any Losses under this Agreement or arising out of (i) mistakes the Subordinated Note Documents and the other Operative Documents and all other matters related thereto or errors in data provided in connection with Orderstherewith, except for data provided by the other or (ii) mistakes the Purchasers’ agreement to purchase the Notes or errors the use or intended use of the proceeds of the sale of the Notes or the use or intended use of the proceeds of the sale of the Notes hereunder, (iii) the violation of any securities law by or out any Note Party, (iv) the failure of interruptions or delays any of communications with a service provider the parties (other than the Purchasers) to the Trust. e. Each Operative Documents to comply with any law, rule or regulation applicable to the transactions contemplated thereby, (v) any Environmental Law, Environmental Permit, Environmental Liabilities or any Materials of Environmental Concern (w) present on or under any real property owned, leased or used, at any time, by any of the ParticipantNote Parties, Distributor (x) Released from or onto any such real property, (y) generated or Released by any of the Note Parties or (z) related to any Environmental Liability (the “Indemnified Liabilities”); provided that no Note Party shall have any obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are determined by a final and Transfer Agent undertakes nonappealable decision of a court of competent jurisdiction to perform have resulted from the gross negligence, bad faith or willful misconduct of such duties Indemnitee or any of its partners, members, officers, directors, employees, Affiliates and only such duties as are expressly agents. Notwithstanding any thing to the contrary set forth herein, or expressly incorporated herein by referencethe agreements and obligations of the Note Parties contained in this Section 14.5 shall survive the payment in full of principal, interest and no implied covenants or obligations shall be read into this Agreementall other amounts payable hereunder and under any of the other Subordinated Note Documents. f. In the absence of fraud(b) No party hereto shall have any liability to any other party hereto (whether in tort, bad faith, gross negligence, willful misconductcontract, or reckless disregard on its partotherwise) for consequential damages suffered by such other party in connection with, neither arising out of, or in any way related to, the Distributor nor transactions or relationships contemplated by the Transfer AgentSubordinated Note Documents, whether acting directly or through agents any act, omission or attorneys, shall be liable for any action taken or omittedevent occurring in connection therewith, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect exemplary or consequential loss punitive damages, and each party hereto hereby waives, to the maximum extent not prohibited by law, any right it may have to claim or damage of recover any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications serviceforegoing. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless Georgeson, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of Gxxxxxxxx’x gross negligence, bad faith or willful misconduct. (ii) Georgeson shall indemnify and hold harmless the Company from and against any and all Losses arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of Gxxxxxxxx’x gross negligence, bad faith or willful misconduct. (iii) Notwithstanding anything herein to the contrary, but without limiting the Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. (iv) Any liability whatsoever of Georgeson, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company to Georgeson (but not including Expenses). RiverNorth Opportunities Fund, Inc. October 6, 2022 (v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company. (vi) This Section 10 paragraph (f) shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 paragraph shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trustthe Fund, Fundsthe Transfer Agent, Transfer Agent and their respective subsidiaries, Affiliated Personsaffiliated persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-an "Indemnified Party”") from and against any loss, liability, cost and expense (including reasonable attorneys’ ' fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this AgreementAgreement that relates to the Participant; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this the Agreement; (iii) any failure by the Participant to comply with applicable Lawlaws, including rules and regulations of self-regulatory organizations; or (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued in accordance with the iShares Procedures Handbook (as may be amended from time to the Trust, time) reasonably believed by the Distributor or and/or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized PersonParticipant. The foregoing shall not apply Participant and the Distributor understand and agree that the Fund as a third party beneficiary to this Agreement is entitled and intends to proceed directly against the Participant in the event that the Participant fails to honor any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder.obligations pursuant to this Agreement that benefit the Fund. DRAFT: 6/13/02 -------------- b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Personsaffiliated persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-an "Indemnified Party”") from and against any Losses loss, liability, cost and expense (including attorneys' fees) incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this AgreementAgreement that relates to the Distributor; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Lawlaws, including rules and regulations of self-regulatory organizations; or (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions representations made in accordance with the iShares Procedures Handbook reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will The Participant shall not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other the Distributor for any Losses under this Agreement damages arising out of (i) mistakes or errors in data provided in connection with Orders, purchase or redemption transactions except for data provided by the other Participant, or (ii) mistakes or errors by or out of interruptions or delays of communications with the Distributor or any Indemnified Party who is a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations Fund. The Participant shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall not be liable for any action taken or omittedaction, representation, or solicitation made by the wholesalers of the Fund. d. The Distributor shall not be liable to the Participant for any error damages arising out of judgment made, (i) mistakes or errors in the performance of their duties hereunder. g. In no event shall any Party be liable data provided in connection with purchase or redemption transactions except for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of data provided by the Distributor, or (ii) mistakes or errors by or out of interruptions or delays of communications with the Transfer Agent Participant or any Indemnified Party who is a service provider to the Trust Fund. The Distributor shall be not liable for any failure action, representation, or delay in solicitation made by the performance wholesalers of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authoritythe Fund. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This 12.1. Medco will indemnify and hold SPONSOR, its subsidiaries, affiliates, and their officers, directors and employees (each a “SPONSOR Indemnified Party”) harmless from and against claims, suits, actions, or causes of action (“Actions”) asserted against a SPONSOR Indemnified Party arising from services rendered by Medco pursuant to this Agreement to the extent the Action arises from Medco’s negligence or willful misconduct, or breach of this Agreement, provided that (a) SPONSOR has given reasonable notice to Medco of the Action, and (b) no SPONSOR Indemnified Party has, by act or failure to act, compromised Medco’s position with respect to the 12.2. SPONSOR will indemnify and hold Medco, its subsidiaries and affiliates, and their respective officers, directors and employees (each a “ Medco Indemnified Party”) harmless from and against Actions asserted against a Medco Indemnified Party arising from (i) breach of this Agreement by SPONSOR, (ii) negligence or willful misconduct of SPONSOR, or (iii) the provision of patient identifiable or Program information or data by a Medco Indemnified Party to SPONSOR or SPONSOR’s designees, or the subsequent use or disclosure of such information or data by SPONSOR or its designees, provided that (a) the Medco Indemnified Party has given reasonable notice to SPONSOR of the Action, and (b) no Medco Indemnified Party has, by act or failure to act, compromised SPONSOR’s position with respect to the resolution or defense of the Action. 12.3. Medco will maintain, during the term of this Agreement, liability coverage with limits not less than $1,000,000 per occurrence and in the aggregate per policy year, with excess liability coverage in an amount not less than $5,000,000 per policy year. Evidence thereof will be furnished to SPONSOR upon request. 12.4. Except as provided in Section 10 shall survive 12.1 above, neither Medco nor any subsidiary, affiliate, or any of their respective directors, officers or employees, will be responsible for any Action resulting from the termination provision of or failure to provide pharmaceutical goods or services or any other action or failure to act by any retail pharmacy, pharmaceutical manufacturer or other pharmaceutical providers in connection with this Agreement. a. 12.5. The Participant hereby agrees liability of Medco to indemnify and hold harmless SPONSOR for any negligent or willful misconduct by Medco will be limited to the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations per occurrence liability insurance amount set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder12.3. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement 12.6. Medco or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund SPONSOR will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Ordersincidental, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participantconsequential, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth hereinpunitive, special, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreementexemplary damages. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive In consideration of the termination execution and delivery of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless Agreement by the Distributor, Trust, Funds, Transfer Administrative Agent and each Lender and the extension of credit under the Loans, the Borrower hereby indemnifies, exonerates and holds the Administrative Agent, NCMI and each Lender and each of their respective subsidiariesaffiliates, Affiliated Personsofficers, directors, officersemployees, employees agents and agentsadvisors (collectively, the "Indemnified Parties") free and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) harmless from and against any lossand all claims, liabilityactions, cost causes of action, suits, losses, costs, liabilities and expense damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ fees' fees and disbursements (collectively, collectively “Losses”the "Indemnified Liabilities") that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the execution, delivery, enforcement, performance or administration of this Agreement and the other Loan Documents, or any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan (including any Swing Line Loan) or Letter of Credit, whether or not such Participant-action is brought against the Administrative Agent or any Lender, the shareholders or creditors of the Administrative Agent or any Lender or an Indemnified Party as or an Indemnified Party is otherwise a result party thereto and whether or not the transactions contemplated herein are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of (i) competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any breach by reason, the Participant Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of any provision of this Agreement; (ii) any failure on the part each of the Participant Indemnified Liabilities which is permissible under applicable law. The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to perform it, any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party Subsidiaries, or any Participant Client about security holders or creditors thereof arising out of, related to or in connection with the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintransactions contemplated herein, in light of the circumstances under which they were made, not misleading except to the extent that such statement or omission relates to the Shares or any Participantliability is found in a final non-Indemnified Party unless, in either case, such representation, statement or omission was included appealable judgment by the Participant at the written direction a court of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and competent jurisdiction to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-resulted from such Indemnified Party’s own fraud, bad faith, willful misconduct, 's gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participantwillful misconduct; provided, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinhowever, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Indemnified Party be liable for specialconsequential, indirect or consequential loss or damage of any kind whatsoever (including but not limited special, as opposed to lost profits)direct, even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications servicedamages. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 8.1 Each Party (in each case the "INDEMNITOR") shall survive defend and indemnify the termination of this Agreement. a. The Participant hereby agrees to indemnify other Party and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, its directors, officers, employees employees, representatives and agents, and each person, if any, who controls such persons within agents (together the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”"INDEMNITEES") from any and against any lossall claims, liabilitytaxes, cost and expense penalties, interest, expenses, damages, lawsuits or other liabilities (including without limitation, reasonable attorneys’ fees, collectively “Losses”attorney fees and court costs) incurred by such Participant-Indemnified Party as a result of resulting from (i) the failure of the Indemnitor to comply with any breach applicable law or regulation as required by Section 13, (ii) knowing infringement or misappropriation by the Participant Indemnitor or any of its Representatives in the performance of this Agreement of any provision intellectual property right necessary for the Indemnitor's performance ------------------- * Confidential treatment has been requested from the Securities and Exchange Commission. Omitted portions. hereunder, or (iii) the Indemnitor's breach, or failure to exercise reasonable care in the performance, of this Agreement; (ii) provided, however, that VGSL shall not be liable and shall not be obligated to indemnify FTINL, and FTINL shall defend and indemnify VGSL hereunder, for any failure on the part of the Participant claims by any third party, including end-users, with respect to perform services provided by FLAG which may incorporate any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading VGSL's Services except to the extent that such statement or omission claim relates to the Shares or any Participant-Indemnified Party unlessServices provided by VGSL. 8.2 EACH PARTY'S LIABILITY IN CONNECTION WITH THIS AGREEMENT (WHETHER BASED IN CONTRACT, in either caseTORT (INCLUDING, such representationWITHOUT LIMITATION, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim NEGLIGENCE), MISREPRESENTATION, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS), SHALL IN ALL CASES BE LIMITED TO DIRECT DAMAGES SUFFERED BY THE OTHER PARTY, AND THE ENTIRE AGGREGATE LIABILITY OF EACH PARTY IN CONNECTION WITH THIS AGREEMENT, OTHER THAN LIABILITY FOR FAILURE TO PAY AMOUNTS DUE AND OWING HEREUNDER FOR SERVICES, SHALL NOT EXCEED IN ANY CALENDAR YEAR AN AMOUNT EQUAL TO [*] OF THE INITIAL PURCHASE. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY IN CONNECTION WITH THIS AGREEMENT (in context and without omissionWHETHER BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), MISREPRESENTATION, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS) FOR, AND EACH PARTY HEREBY WAIVES AND RELEASES ANY CLAIMS IT MIGHT OTHERWISE HAVE TO BE COMPENSATED BY THE OTHER IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE FOR, ANY: (A) CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES (SUCH AS, WITHOUT LIMITATION, LOSS OF REVENUE, ------------------- * Confidential treatment has been requested from the Prospectus or marketing material approved by the Distributor Securities and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the TrustExchange Commission. Omitted portions. LOSS OF PROFIT, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraudLOSS OF DATA, bad faithLOSS OF USE, willful misconductLOSS OF GOODWILL, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the ParticipantLOSS OF SAVINGS, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profitsINTERRUPTION OF BUSINESS OR CLAIMS OF THIRD PARTIES), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications serviceEVEN IF SUCH FIRST PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; OR (B) PUNITIVE OR EXEMPLARY DAMAGES. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. (a) The Participant hereby agrees Borrowers jointly and severally agree to protect, indemnify and hold harmless the DistributorAdministrative Agent, Trustthe Collateral Agent, Funds, Transfer Agent each Lender and each of their respective subsidiariesofficers, Affiliated Personsaffiliates, directors, officersemployees, employees attorneys, accountants, consultants, representatives and agents, and each person, if any, who controls such persons within agents (collectively called the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified PartyIndemnitees”) from and against any lossand all liabilities, liabilityobligations, cost losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and expense disbursements (including, without limitation, payment by the Administrative Agent, the Collateral Agent or any Lender of any obligations due or past due under any contract or agreement to which any Borrower is or becomes a party) of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of this Agreement or any of the other Loan Documents (other than claims arising solely from a dispute between the Administrative Agent, the Collateral Agent and any number of Lenders or between any two or more Lenders), or any act, event or transaction related or attendant thereto, the agreements of the Administrative Agent, the Collateral Agent or the Lenders contained herein, the making of Loans or the issuance of Letters of Credit, the management of such Loans, Letters of Credit or the Collateral (including reasonable attorneys’ feesany liability under federal, collectively state or local environmental laws or regulations) or the use or intended use of the proceeds of such Loans hereunder or of such Letters of Credit hereunder (collectively, the “LossesIndemnified Matters”) incurred ); provided that the Borrowers shall not have any obligation to any Indemnitee hereunder with respect to Indemnified Matters caused by or resulting from the willful misconduct or gross negligence of such Participant-Indemnified Party as a result of (i) Indemnitee; provided, further that no Borrower shall have any breach by obligation to any Indemnitee hereunder with respect to taxes that are imposed on the Participant net income of any provision of this Agreement; (ii) Indemnitee or any failure franchise or doing business taxes imposed on any Indemnitee. To the part of extent that the Participant undertaking to perform any of its obligations indemnify, pay and hold harmless set forth in this Agreement; (iii) the preceding sentence may be unenforceable because it is violative of any failure law or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Participant to comply with Indemnitees. (b) To the extent permitted by applicable Law; (iv) representations law, no claim may be made by any Distributor-Indemnified Party the Borrowers or any Participant Client about other Person against the Shares Administrative Agent, the Collateral Agent, any Lender or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its their respective subsidiaries, Affiliated Personsaffiliates, directors, officers, employees and employees, agents, and each personattorneys, if anyaccountants, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against representatives or consultants for any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor special, indirect, consequential or punitive damages in respect of any provision claim for breach of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust contract or any other person on behalf theory of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement liability arising out of or causedrelated to the transactions contemplated by any of the Loan Documents or any act, directly omission or indirectlyevent occurring in connection therewith; and the Borrowers hereby waive, by circumstances beyond release and agree not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authorityfavor. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive 6.4.1 In consideration of the termination execution and delivery of this Agreement by the Agent and the Lenders and the making of the Loans, each Guarantor hereby indemnifies, exonerates and holds the Agent and each Lender, each of their respective affiliates and each of their respective officers, directors, employees, agents, advisors and representatives (collectively, the “Indemnified Parties”) free and harmless from and against any and all claims, actions, causes of action, judgments, suits, losses, penalties, costs, liabilities, obligations and damages, and expenses, including attorneys' fees, disbursements and service charges (collectively, the “Indemnified Liabilities”) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the execution, delivery, enforcement or performance of this Agreement., and the other Loan Documents (including, without limitation, the enforcement of the Guarantee and Subordination Agreement), or any transaction financed or to be financed, in whole or in part, or any use made or proposed to be made, directly or indirectly, with the proceeds of any Loan whether or not such action is brought against the Agent or any Lender, the shareholders or creditors of the Agent or any Lender, or an Indemnified Party or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated herein are consummated, except to the extent such claim, damage, loss, liability or expense (a) has resulted from the gross negligence or willful misconduct of such Indemnified Party or such Indemnified Party's violation of applicable law, a. The Participant (b) results from claims of the Agent or a Lender solely against one or more other Lenders or (c) results from an action or suit initiated by the Borrower or any of the Guarantors against the Agent or any Lender in which the Borrower or the relevant Guarantor prevails, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, each of the Guarantors hereby agrees to indemnify make the maximum contribution to the payment and hold harmless satisfaction of each of the DistributorIndemnified Liabilities for which otherwise such Guarantor is liable under this Section 6.4 which is permissible under applicable law. 6.4.2 Each of the Guarantors acknowledges that the Indemnified Liabilities include, Trustwithout limitation, Fundsany liability (whether direct or indirect, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each personin contract or tort or otherwise), if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-an Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform it, any of its obligations set forth in this Agreement; (iii) shareholders or creditors, any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party Subsidiary or any Participant Client about guarantor, arising out of, related to or in connection with, the Shares transactions contemplated herein or any Participant-Indemnified Party (in the Loan Documents, including the Trust and/or Fund(s)) that is not included in exercise of any of their rights under any Loan Document or the Trust’s then-current Prospectus; (v) carrying on of any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinduties thereunder, in light of the circumstances under which they were made, not misleading except to the extent that such statement or omission relates liability is found in a final non-appealable judgment by a court of competent jurisdiction to the Shares or any Participant-have resulted from such 6.4.3 So long as no Event of Default has occurred, no Indemnified Party unless, in either case, such representation, statement shall settle or omission was included by otherwise pay or agree to pay any claim for which any Guarantor is obligated to provide indemnification under the Participant at Loan Documents without the prior written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions consent of such Participant-Indemnified Party in reliance upon any instructions issued to the TrustGuarantor, the Distributor or the Transfer Agent reasonably believed by any of them to which consent shall not be genuine unreasonably withheld and shall be deemed to have been given by the Participant or an Authorized Person. The foregoing shall not apply unless such Guarantor objects to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereundersuch settlement within ten (10) Business Days after notice thereof. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 12.1. Vendor shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify indemnify, defend and hold harmless the Distributor, Trust, Funds, Transfer Agent ARIAD and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) its affiliates from and against any lossand all damages, liabilityliabilities, cost losses, costs and expense expenses (including including, but not limited to, reasonable attorneys’ fees) (collectively, collectively “Losses”) incurred by such Participantarising from or relating to any third-Indemnified Party party claim, suit, action, investigation or proceeding (each, an “Action”) as a result of a (ia) material breach of this Agreement or any breach by Statement of Work; (b) Vendor’s negligence or willful malfeasance in performing the Participant Services; or (c) infringement of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunderthird party intellectual property. b. The Distributor hereby agrees to indemnify 12.2. ARIAD shall indemnify, defend and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) Vendor from and against any and all Losses incurred by such Distributor-Indemnified Party arising from or relating to any Action as a result of a (a) material breach of this Agreement or any Statement of Work; (b) ARIAD’s negligence or willful malfeasance; or (c) infringement of any third party intellectual property. 12.3. Indemnification under Sections 12.1 and 12.2 will be provided only on the conditions that: (a) the indemnifying Party is given written notice within 15 calendar days after the indemnified Party receives notice of the subject Action (provided failure to give such notice within such period shall not bar a claim for indemnification except to the extent such failure has prejudiced the indemnifying Party); (b) the indemnifying Party has sole control of the defense and all related settlement negotiations, provided any settlement that would impose any monetary or injunctive obligation upon the indemnified Party shall be subject to such Party’s prior written approval; and (c) the indemnified Party provides cooperation and information in furtherance of such defense, as reasonably required by the indemnifying Party. 12.4. Except for claims for (a) indemnification under Section 12.1 or 12.2, (b) personal injury due to negligence, (c) wrongful death, (d) willful misconduct or (e) fraud, in no event shall either Party be liable to the other for special, indirect, incidental, punitive, exemplary or consequential damages (including, but not limited to, loss of profits, loss of data or loss of use damages) even if such Party has been advised of the possibility of such damages or losses. Except for claims for (i) any breach by the Distributor of any provision of this Agreement; indemnification under Section 12.1 or 12.2, (ii) any failure on the part of the Distributor personal injury due to perform any of its obligations set forth in this Agreement; negligence, (iii) any failure by the Distributor to comply with applicable Law; wrongful death, (iv) any untrue statement willful misconduct or alleged untrue statement (v) fraud, the entire liability of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided either Party to the Distributorother in connection with Services and any agreement between the Parties relating thereto (whether based on breach of contract, the Trust breach of warranty, negligence or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (vlegal theory) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraudexceed, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to in the contrary in this Agreementaggregate, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations total amount of the U.S. federal fees paid or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses payable under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive (a) The Company, to the termination of this Agreement. a. The Participant hereby maximum extent permitted by applicable law, agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act Lender-Related Person (each a such Person, an “Participant-Indemnified Party”) from and against any lossand all Liabilities and expenses (including, liabilitywithout limitation, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) that may be incurred by such Participant-or asserted or awarded against any Indemnified Party as a result Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any Proceeding or preparation of defense in connection therewith) (i) any breach by in the Participant case of any provision the Arrangers, the Administrative Agent and their Related Parties only, the structuring, arrangement or syndication of this Agreement; the credit facility established hereby (and all related commitment and fee letters and the execution, delivery or performance thereof) and (ii) any failure on this Agreement and the part other Loan Documents and the transactions contemplated herein or the actual or proposed use of the Participant proceeds of the Loans, except, in each case, to perform any the extent such Liabilities or expenses are found in a final, non-appealable judgment by a court of its obligations set forth in this Agreement; (iii) any failure by competent jurisdiction to have resulted from the Participant to comply with applicable Law; (iv) representations by any Distributor-gross negligence or willful misconduct of such Indemnified Party or any Participant Client about Related Party of such Indemnified Party. In the Shares case of a Proceeding to which the indemnity in this Section 10.09 applies, such indemnity shall be effective whether or not such Proceeding is brought by the Company or any Participant-of its directors, shareholders or creditors or an Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. This paragraph shall not apply with respect to state therein a material fact required to be stated therein Taxes other than any Taxes that represent losses, claims or necessary to make the statements thereindamages arising from any non-Tax claim. (b) The Company agrees that no Lender-Related Person shall have any Liability (whether direct or indirect, in light contract or tort or otherwise) to it, any of its Subsidiaries, any guarantor, or any security holders or creditors thereof arising out of, related to or in connection with the circumstances under which they were madetransactions contemplated herein, not misleading except, subject to the immediately following sentence, to the extent that such statement or omission relates Liability is found in a final non-appealable judgment by a court of competent jurisdiction to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) have directly resulted from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard willful misconduct of such Lender-Related Person or its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, Affiliates or their officers, employees and agentsdirectors or employees. To the extent permitted by applicable law, the Company shall not assert, and each personthe Company hereby waives, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach claim against any Lender-Related Person, on any theory of liability, for any Liabilities arising from the use by others of information or other materials (including any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Distributor Internet), except to the extent such Liability is determined in a final, non-appealable judgment by a court of any provision competent jurisdiction to have resulted from the gross negligence or willful misconduct of this Agreement; such Lender-Related Person or its Affiliates or their officers, directors or employees and (ii) any failure Liabilities against any Lender-Related Person, on the part any theory of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinliability, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect indirect, consequential or consequential loss punitive damages (as opposed to direct or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement actual damages) arising out of or causedotherwise relating to this Agreement, directly any other Loan Document or indirectlyany of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. (c) To the extent that the Company fails to pay any amount required to be paid by it under Section 10.05 or 10.09 (a) to the Administrative Agent (or any sub-agent thereof) or any of its Related Parties, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by circumstances beyond or asserted against the Administrative Agent (or such sub-agent) in its reasonable controlcapacity as such, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts against any Related Party of any civilof the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. For purposes of this Section 10.09(c), military or governmental authority. i. Neither the Transfer Agent nor the Distributor a Lender’s “pro rata share” shall be required to advance, expend determined based upon its percentage of the aggregate principal amount of the Loans and the Commitments at the time (or risk its own funds or otherwise incur or become exposed to financial liability most recently outstanding and in the performance of its duties hereundereffect).

Indemnification Limitation of Liability. This Section 10 paragraph shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trustthe Fund, Fundsthe Transfer Agent, Transfer Agent and their respective subsidiaries, Affiliated Personsaffiliated persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-an "Indemnified Party”") from and against any loss, liability, cost and expense (including reasonable attorneys’ ' fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this AgreementAgreement that relates to the Participant; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this the Agreement; (iii) any failure by the Participant to comply with applicable Lawlaws, including rules and regulations of self-regulatory organizations; or (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued in accordance with the iShares Procedures Handbook (as may be amended from time to the Trust, time) reasonably believed by the Distributor or and/or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized PersonParticipant. The foregoing shall not apply Participant and the Distributor understand and agree that the Fund as a third party beneficiary to this Agreement is entitled and intends to proceed directly against the Participant in the event that the Participant fails to honor any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunderobligations pursuant to this Agreement that benefit the Fund. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Personsaffiliated persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-an "Indemnified Party”") from and against any Losses loss, liability, cost and expense (including attorneys' fees) incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this AgreementAgreement that relates to the Distributor; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Lawlaws, including rules and regulations of self-regulatory organizations; or (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions representations made in accordance with the iShares Procedures Handbook reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will The Participant shall not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other the Distributor for any Losses under this Agreement damages arising out of (i) mistakes or errors in data provided in connection with Orders, purchase or redemption transactions except for data provided by the other Participant, or (ii) mistakes or errors by or out of interruptions or delays of communications with the Distributor or any Indemnified Party who is a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations Fund. The Participant shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall not be liable for any action taken or omittedaction, representation, or solicitation made by the wholesalers of the Fund. d. The Distributor shall not be liable to the Participant for any error damages arising out of judgment made, (i) mistakes or errors in the performance of their duties hereunder. g. In no event shall any Party be liable data provided in connection with purchase or redemption transactions except for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of data provided by the Distributor, or (ii) mistakes or errors by or out of interruptions or delays of communications with the Transfer Agent Participant or any Indemnified Party who is a service provider to the Trust Fund. The Distributor shall be not liable for any failure action, representation, or delay in solicitation made by the performance wholesalers of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authoritythe Fund. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 The Sub-Adviser shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) Adviser from and against any and all claims, losses, liabilities, damages or litigation (including reasonable attorney's fees and other related expenses) incurred by the Adviser caused by the willful misconduct, gross negligence, or material breach of this Agreement by Sub Adviser, provided, however, that the Sub-Adviser's obligation under this Paragraph 8 shall be reduced to the extent that the claim against, or the loss, liability, cost damage or litigation experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. The Adviser shall indemnify and expense hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities, damages or litigation (including reasonable attorneys’ fees, collectively “Losses”attorney's fees and other related expenses) incurred by such Participantthe Sub-Indemnified Party as a result of Adviser caused by (i) any the willful misconduct, gross negligence, or material breach of this Agreement by the Participant of any provision of this AgreementAdviser; and (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials the Prospectus covering shares of the Fund, all marketing materials and advertising, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinstatement therein not misleading, unless such statement or omission was made in light of reliance upon written information furnished to the circumstances Fund or the Adviser by the Sub-Adviser, provided, however, that the Adviser's obligation under which they were made, not misleading this Paragraph 9 shall be reduced to the extent that such statement the claim against, or omission relates the loss, liability, damage or litigation experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Shares Sub-Adviser's own willful misfeasance, bad faith or any Participant-Indemnified Party unlessgross negligence, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless under this Agreement. Without limiting the Participantforegoing, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “DistributorSub-Indemnified Party”) from and against Adviser shall have no liability for any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach act or omission taken by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinAdviser, in light of the circumstances under which they were madeanother sub-adviser, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf third party, in respect of the Trust or the Fund by a Distributornon-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations GSAM Portion of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the ProspectusFund. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, the Trust, Fundsthe Transfer Agent, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “"Participant-Indemnified Party”") from and against any loss, liability, cost and expense (including reasonable attorneys’ ' fees, collectively “"Losses”") incurred by such Participant-Indemnified Party as a result of (i) any material breach by the Participant of any provision of this AgreementAgreement that relates to the Participant; (ii) any material failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party the Participant, its employees or its agents or other representatives or any Participant Client about the Shares or Shares, any Participant-Participant Indemnified Party (including or the Trust and/or Fund(s)) that is not included in the Trust’s 's then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact Restricted - External contained in any Section 8.b Materials research reports, marketing or other material or presentations prepared by Participant regarding the Funds or any of them or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading to the extent that such statement or omission relates to the Shares or any Participant-Participant Indemnified Party unless, in either case, such representation, statement or omission was made or included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved prepared by the Distributor and or the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them the Trust, the Distributor and/or the Transfer Agent to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-such Participant- Indemnified Party arising out of any the Participant-Indemnified Party’s 's own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “"Distributor-Indemnified Party”") from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any material breach by the Distributor of any provision of this AgreementAgreement that relates to the Distributor; (ii) any material failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party the Participant in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions representations reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-such Distributor- Indemnified Party arising out of any the Distributor-Indemnified Party’s 's own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent Distributor and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus.. Restricted - External d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or the Distributor and the Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except that a party providing data that results in a Loss shall be liable for data provided by the other such Loss or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, the Distributor and the Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard or willful misconduct on its part, neither none of the Distributor nor Distributor, the Transfer Agent, or the Participant, whether acting directly or through agents or attorneys, shall be liable for any action taken taken, suffered or omitted, omitted or for any error of judgment made, made by any of them in the performance of their duties hereunder. g. . None of the Distributor, the Transfer Agent, or the Participant shall be liable for any error of judgment made in good faith unless the party exercising such good faith shall have been grossly negligent in ascertaining the pertinent facts necessary to make such judgment. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if such Parties have been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions omission of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. g. None of the Distributor, the Transfer Agent Agent, the Trust, or the Trust Participant shall be responsible or liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; actual or threatened epidemics; disease; extreme weather events, including including, but not limited to, blizzards, hurricanes, tornados and thunder storms, fires and fires; floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, civil or military authority or governmental authorityactions; or civil unrest or insurrections. i. h. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability on behalf of the Trust or any Fund in the performance of its duties hereunder.

Indemnification Limitation of Liability. This In addition to the payment of expenses pursuant to Section 10 14.4, whether or not the transactions contemplated hereby shall survive the termination of this Agreement. a. The Participant hereby agrees be consummated, each Note Party agrees, jointly and severally, to indemnify indemnify, pay and hold harmless each Noteholder and the Distributorpartners, Trustmembers, Funds, Transfer Agent and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees Affiliates and agentsagents of each Noteholder (collectively, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified PartyIndemnitees”) harmless from and against any lossand all liabilities, liabilityobligations, cost losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant disbursements of any provision of this Agreement; kind or nature whatsoever (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply including, without limitation, interest and penalties with applicable Law; (iv) representations by any Distributorrespect thereto and out-Indemnified Party or any Participant Client about the Shares or any Participantof-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor pocket expenses and the Trust; fees and (vi) actions disbursements of counsel for such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus Indemnitees in connection with the offer any investigative, administrative or sale of Shares and for any oral judicial proceedings, whether or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent such Indemnitees shall be liable designated a party thereto), whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims, which may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to each other for any Losses under this Agreement or arising out of (i) mistakes the Subordinated Debt Documents and all other matters related thereto or errors in data provided in connection with Orderstherewith, except for data provided by the other or (ii) mistakes the Noteholders’ agreement to acquire the Notes, (iii) the violation of any securities law by any Note Party, or errors by or out (iv) the failure of interruptions or delays any of communications with a service provider the parties (other than the Noteholders) to the Trust. e. Each Subordinated Debt Documents to comply with any law, rule or regulation applicable to the transactions contemplated thereby (the “Indemnified Liabilities”); provided that no Note Party shall have any obligation to an Indemnitee hereunder with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are determined by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the Participantgross negligence or willful misconduct of such Indemnitee; provided, Distributor further, that the Note Parties shall not be required to reimburse the legal fees and Transfer Agent undertakes expenses of more than one outside counsel (in addition to perform up to one local counsel in each applicable local jurisdiction) for all Indemnitees under this Section 14.5 unless, in the written opinion of outside counsel reasonably satisfactory to the Company, representation of all such duties and only such duties as are expressly indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest. Notwithstanding any thing to the contrary set forth herein, or expressly incorporated herein by referencethe agreements and obligations of the Note Parties contained in this Section 14.5 shall survive the payment in full of principal, interest and no implied covenants or obligations all other amounts payable hereunder and under any of the other Subordinated Debt Documents. No Noteholder shall be read into this Agreement. f. In the absence of fraudhave any liability to any Note Party (whether in tort, bad faith, gross negligence, willful misconductcontract, or reckless disregard on its partotherwise) for consequential damages suffered by such Note Party in connection with, neither arising out of, or in any way related to, the Distributor nor transactions or relationships contemplated by the Transfer AgentSubordinated Debt Documents, whether acting directly or through agents any act, omission or attorneys, shall be liable for any action taken or omittedevent occurring in connection therewith, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect exemplary or consequential loss punitive damages, and each Note Party hereby waives, to the maximum extent not prohibited by law, any right it may have to claim or damage of recover any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications serviceforegoing. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 The Sub-Adviser shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) Adviser from and against any and all claims, losses, liabilities, damages or litigation (including reasonable attorney's fees and other related expenses) incurred by the Adviser caused by the willful misconduct, negligence, or material breach of this Agreement by Sub-Adviser, provided, however, that the Sub-Adviser's obligation under this Paragraph 8 shall be reduced to the extent that the claim against, or the loss, liability, cost damage or litigation experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. The Adviser shall indemnify and expense hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities, damages or litigation (including reasonable attorneys’ fees, collectively “Losses”attorney's fees and other related expenses) incurred by such Participantthe Sub-Indemnified Party as a result of Adviser caused by (i) any the willful misconduct, negligence, or material breach of this Agreement by the Participant of any provision of this AgreementAdviser; and (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials the Prospectus covering shares of a Fund, all marketing materials and advertising, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinstatement therein not misleading, unless such statement or omission was made in light of reliance upon written information furnished to a Fund or the circumstances Adviser by the Sub-Adviser, provided, however, that the Adviser's obligation under which they were made, not misleading this Paragraph 8 shall be reduced to the extent that such statement the claim against, or omission relates the loss, liability, damage or litigation experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Shares Sub-Adviser's own willful misfeasance, bad faith or any Participant-Indemnified Party unlessnegligence, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless under this Agreement. Without limiting the Participantforegoing, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “DistributorSub-Indemnified Party”) from and against Adviser shall have no liability for any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach act or omission taken by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinAdviser, in light of the circumstances under which they were madeanother sub-adviser, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf third party, in respect of the Trust or the Fund by non-GSAM Portion of a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunderFund. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. (a) The Participant hereby Borrower agrees to protect, indemnify and hold harmless Lender and each of its officers, Affiliates, directors, employees, attorneys, accountants, representatives and agents (collectively called the Distributor"Indemnitees") from and against any and all liabilities, Trustobligations, Fundslosses, Transfer Agent damages, penalties, actions, judgments, suits, claims, costs, expenses and their respective subsidiariesdisbursements of any kind or nature whatsoever (including, Affiliated Personswithout limitation, the reasonable fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of this Agreement or any of the other Loan Documents, or any act, event or transaction related or attendant thereto, the agreements of Lender contained herein, the making of Loans, the management of such Loans or the Collateral (including any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of such Loans hereunder (collectively, the "Indemnified Matters"); provided that the Borrower shall not have any obligation to any Indemnitee hereunder with respect to Indemnified Matters caused by or resulting from the willful misconduct or gross negligence of such Indemnitee or with respect to taxes imposed on the Lender on (i) any of its overall net income and (ii) franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision thereof. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees. (b) To the extent permitted by applicable law, no claim may be made by the Borrower or any other Person against Lender or any of its Affiliates, directors, officers, employees and employees, agents, and each personattorneys, if anyaccountants, who controls such persons within representatives or consultants for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the meaning of Section 15 transactions contemplated by any of the 1933 Act (each a “Participant-Indemnified Party”) from Loan Documents or any act, omission or event occurring in connection therewith; and against the Borrower hereby waives, releases and agrees not to sue upox xny claim for any losssuch damages, liability, cost whether or not accrued and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant whether or not known or suspected to perform exist in its favor. Neither Lender nor any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated PersonsAffiliates, directors, officers, employees and employees, agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement attorneys or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, consultants shall be liable for any action taken or omitted, omitted to be taken by it or for them under or in connection with any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss Loan Documents, except for its or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts their own gross negligence or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications servicewillful misconduct. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. The Participant hereby (a) UniCapital and each Borrower, jointly and severally, agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent (which term for purposes of this Section 11.9 includes the "Mortgagee" under each Security Agreement and the "Security Agent" under each Lockbox Agreement) and each Lender and each of their affiliates and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees and agents, and each personadvisors (each, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-an "Indemnified Party”") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable external attorneys' fees, but excluding principal and accrued interest on any Loan) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein, any Aircraft or other Collateral, any possession, performance, transportation, management, sale, ownership, registration, mortgage, charging, control, maintenance, service, repair, design, testing, defect, overhaul, purchase, bearing, use or operation of any Aircraft or other Collateral, or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost and cost, or expense (including reasonable attorneys’ feesis found in a final, collectively “Losses”) incurred non-appealable judgment by a court of competent jurisdiction to have resulted from such Participant-Indemnified Party as a result Party's gross negligence or willful misconduct. In the case of (i) any breach by an investigation, litigation or other proceeding to which the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth indemnity in this Agreement; (iii) Section 11.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by UniCapital, any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Borrower, its directors, shareholders or creditors or an Indemnified Party or any Participant Client about the Shares other Person or any Participant-Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. UniCapital and each Borrower agrees that no Indemnified Party shall have any liability (including whether direct or indirect, in contract or tort or otherwise) to it, any of its Subsidiaries, any Guarantor or any security holders or creditors thereof arising out of, related to or in connection with the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained transactions contemplated in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinLoan Document, in light of the circumstances under which they were made, not misleading except to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, liability directly results from such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, 's gross negligence or reckless disregard willful misconduct. UniCapital and each Borrower agrees not to assert any claim against the Agent, any Lender, any of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participanttheir affiliates, its or any of their respective subsidiaries, Affiliated Persons, directors, officers, employees and employees, attorneys, agents, and advisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans. (b) Without prejudice to the survival of any other agreement of UniCapital or any Borrower hereunder, the agreements and obligations of UniCapital and each personBorrower contained in this Section 11.9 shall survive the payment in full of the Loans and all other amounts payable under this Agreement. (c) Except as expressly provided herein, each Lender, each Borrower and the Agent agree that this Agreement and each other Loan Document entered into by a Borrower is executed by a Qualified Trustee, not individually but solely as Trustee under a Trust Agreement in the exercise of the power and authority conferred and vested in it as such Trustee, that each and all of the representations, undertakings and agreements by a Qualified Trustee, or for the purpose or with the intention of binding a Qualified Trustee, are made and intended for the purpose of binding only the Trust Estates (and, to the extent any Lender, Borrower or Agent has an interest therein, any liability insurance proceeds), and that in no case whatsoever shall any Qualified Trustee be personally liable for any loss in respect of such representations, undertakings and agreements, that nothing herein contained shall be construed as creating any liability on any Qualified Trustee individually or personally, to perform any covenant, either express or implied, herein, all such liability, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred being expressly waived by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.each

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify Each Party will indemnify, defend and hold harmless (“Indemnifying Party”) the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act other Party (each a “Participant-Indemnified Party”) and its respective affiliates, subsidiaries, officers, directors, employees and representatives, from and against any lossand all third party claims and resulting liabilities, liabilitydamages, cost and expense expenses of any nature whatsoever (including reasonable attorneys’ fees, collectively “Losses”costs of investigation, and court costs) incurred arising from or relating to a breach by such Participant-Indemnified Party as a result of (i) any breach by its representations, warranties and obligations contained herein and, in the Participant case of any provision of this Agreement; (ii) any failure on the part Client, Client’s use of the Participant to perform Works (including without limitation, any modifications, alterations, and manipulations of its the Works). The Parties’ obligations as set forth in this Agreement; (iii) any failure by paragraph, shall survive the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party expiration or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision termination of this Agreement; (ii) . The Party seeking indemnification pursuant to this Section 6 shall promptly notify the other Party of such claim. At the Indemnifying Party's discretion, indemnifying Party may assume the handling, settlement or defense of any failure on claim or litigation, in which event the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained Indemnified Party shall co-operate in the Prospectus defense of any such claim or any alleged omission to state therein a material fact required to litigation as may be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund reasonably requested by a Distributor-Indemnifying Party. The Indemnified Party shall have the right to participate in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed litigation, at its expense, through counsel selected by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund . Indemnifying Party will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in legal fees and other costs incurred prior to the performance of their duties hereunder. g. In no event shall any other Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised giving notice of the likelihood of such loss or damage and regardless of the form of actionclaim for which indemnity is sought. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing ProcessUNDER NO CIRCUMSTANCES SHALL GETTY IMAGES BE LIABLE TO CLIENT OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, DTCCONSEQUENTIAL, NSCCINCIDENTAL, the Custodian or any securities depositoryPUNITIVE OR SPECIAL DAMAGES ARISING FROM THE AGREEMENT, clearing corporationSERVICES, exchange or communications serviceIMAGES, VIDEO OR ANY ACTS OR OMISSIONS OF GETTY IMAGES, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. (i) The Company shall indemnify and hold harmless Gxxxxxxxx, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of Gxxxxxxxx’x gross negligence, bad faith or willful misconduct. (ii) Gxxxxxxxx shall indemnify and hold harmless the Company from and against any and all Losses arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of Gxxxxxxxx’x gross negligence, bad faith or willful misconduct. (iii) Notwithstanding anything herein to the contrary, but without limiting the Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. (iv) Any liability whatsoever of Gxxxxxxxx, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company to Gxxxxxxxx (but not including Expenses). RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. August 18, 2020 (v) It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company. (vi) This Section 10 paragraph (f) shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and their respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees, collectively “Losses”) incurred by such Participant-Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-Indemnified Party or any Participant Client about the Shares or any Participant-Indemnified Party (including the Trust and/or Fund(s)) that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts of any civil, military or governmental authority. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 Whether or not the transactions contemplated herein are consummated, the Borrower shall survive the termination of this Agreement. a. The Participant hereby agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent each Agent-Related Person and each Lender and each of their Affiliates and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees and agents, and each personattorneys-in-fact (each, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-an "Indemnified Party”") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) of any kind or nature that may be incurred by or asserted or awarded against any Indemnified Party, in any way arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Credit Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans or any actual or alleged presence or release of Hazardous Substances on or from any property currently or formerly owned or operated by the Borrower or any Subsidiary (including any Excluded Subsidiary), or any Environmental Claim related in any way to the Borrower or any Subsidiary (including any Excluded Subsidiary) (all of the foregoing, collectively, the "Indemnified Liabilities"), except to the extent such claim, damage, loss, liability, cost and cost, or 112 expense (including reasonable attorneys’ feesis found in a final, collectively “Losses”) incurred non-appealable judgment by a court of competent jurisdiction to have resulted from such Participant-Indemnified Party as a result Party's gross negligence or willful misconduct. In the case of (i) any breach an investigation, litigation or other proceeding to which the indemnity in this SECTION 14.2 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of Borrower, its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-directors, shareholders or creditors or an Indemnified Party or any Participant Client about the Shares other Person or any Participant-Indemnified Party (including the Trust and/or Fund(s)) is otherwise a party thereto. The Borrower agrees that is not included in the Trust’s then-current Prospectus; (v) any untrue statement or alleged untrue statement of a material fact contained in any Section 8.b Materials or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any Participant-no Indemnified Party unless, in either case, such representation, statement or omission was included by the Participant at the written direction of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, Affiliated Persons, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken damages arising from the use by others of any information or omittedother materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, or nor shall any Indemnified Party have any liability for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited damages relating to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange other Credit Document or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement arising out of its activities in connection herewith or causedtherewith (whether before or after the Effective Date). All amounts due under this SECTION 14.2 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, directly or indirectly, by circumstances beyond its reasonable control, including without limitation: acts of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction of utilities or computer or internet services; labor disputes; acts the replacement of any civilLender, military the termination of the Commitments and the repayment, satisfaction or governmental authoritydischarge of all the other Obligations. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive the termination of this Agreement. a. (a) The Participant hereby Borrower agrees to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Administrative Agent and each Lender and each of their affiliates and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees and agents, and each personadvisors (each, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-an "Indemnified Party”") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation relating to litigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost and cost, or expense (including reasonable attorneys’ feesis found in a final, collectively “Losses”) incurred non-appealable judgment by a court of competent jurisdiction to have resulted from such Participant-Indemnified Party as a result Party's gross negligence or willful misconduct. In the case of (i) any breach an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of Borrower, its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-directors, shareholders or creditors or an Indemnified Party or any Participant Client about the Shares other Person or any Participant-Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower agrees that no Indemnified Party shall have any liability (including the Trust and/or Fund(s)whether direct or indirect, in contract or tort or otherwise) that is not included in the Trust’s then-current Prospectus; (v) to it, any untrue statement or alleged untrue statement of a material fact contained in its Subsidiaries, any Section 8.b Materials Guarantor, or any alleged omission security holders or creditors thereof arising out of, related to state therein a material fact required to be stated therein or necessary to make in connection with the statements thereintransactions contemplated herein, in light of the circumstances under which they were made, not misleading except to the extent that such statement or omission relates to the Shares or any Participantliability is found in a final non-Indemnified Party unless, in either case, such representation, statement or omission was included appealable judgment by the Participant at the written direction a court of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and competent jurisdiction to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-directly resulted from such Indemnified Party’s own fraud, bad faith, willful misconduct, 's gross negligence or reckless disregard willful misconduct. The Borrower agrees not to assert any claim against the Administrative Agent, any Lender, any of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participanttheir affiliates, its or any of their respective subsidiaries, Affiliated Persons, directors, officers, employees and employees, attorneys, agents, and each personadvisers, if anyon any theory of liability, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect indirect, consequential, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement punitive damages arising out of or causedotherwise relating to the Loan Documents, directly any of the transactions contemplated herein or indirectly, by circumstances beyond its reasonable control, including without limitation: acts the actual or proposed use of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction the proceeds of utilities or computer or internet services; labor disputes; acts the Loans. (b) Without prejudice to the survival of any civilother agreement of the Borrower hereunder, military or governmental authoritythe agreements and obligations of the Borrower contained in this Section 12.9 shall survive the payment in full of the Loans and all other amounts payable under this Agreement. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

Indemnification Limitation of Liability. This Section 10 shall survive (a) The Borrowers, to the termination of this Agreement. a. The Participant hereby agrees maximum extent permitted by applicable law, jointly and severally agree to indemnify and hold harmless the Distributor, Trust, Funds, Transfer Agent and each Lender and each of their affiliates and their respective subsidiaries, Affiliated Personsofficers, directors, officersemployees, employees and agents, and each personadvisors (each, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant-an "Indemnified Party”") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans (collectively, "Indemnified Liabilities"), except to the extent such claim, damage, loss, liability, cost and cost, or expense (including reasonable attorneys’ feesis found in a final, collectively “Losses”) incurred non-appealable judgment by a court of competent jurisdiction to have resulted from such Participant-Indemnified Party as a result Party's gross negligence or willful misconduct. In the case of (i) any breach an investigation, litigation or other proceeding to which the indemnity in this Section 12.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Participant of Guarantor, any provision of this Agreement; (ii) any failure on the part of the Participant to perform Borrower or any of its obligations set forth in this Agreement; (iii) any failure by the Participant to comply with applicable Law; (iv) representations by any Distributor-their respective directors, shareholders or creditors or an Indemnified Party or any Participant Client about the Shares other Person or any Participant-Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrowers agree that no Indemnified Party shall have any liability (including the Trust and/or Fund(s)whether direct or indirect, in contract or tort or otherwise) that is not included in the Trust’s then-current Prospectus; (v) to it, any untrue statement or alleged untrue statement of a material fact contained in its Subsidiaries, any Section 8.b Materials guarantor, or any alleged omission security holders or creditors thereof arising out of, related to state therein a material fact required to be stated therein or necessary to make in connection with the statements thereintransactions contemplated herein, in light of the circumstances under which they were made, not misleading except to the extent that such statement or omission relates to the Shares or any Participantliability is found in a final non-Indemnified Party unless, in either case, such representation, statement or omission was included appealable judgment by the Participant at the written direction a court of the Trust or the Distributor or taken verbatim (in context and without omission) from the Prospectus or marketing material approved by the Distributor and the Trust; and (vi) actions of such Participant-Indemnified Party in reliance upon any instructions issued to the Trust, the Distributor or the Transfer Agent reasonably believed by any of them to be genuine and competent jurisdiction to have been given by the Participant or an Authorized Person. The foregoing shall not apply to any Losses incurred by any Participant-Indemnified Party arising out of any Participant-directly resulted from such Indemnified Party’s own fraud, bad faith, willful misconduct, 's gross negligence or reckless disregard willful misconduct. The Guarantor and the Borrowers agree not to assert any claim against the Agent, any Lender, any of its duties hereunder. b. The Distributor hereby agrees to indemnify and hold harmless the Participanttheir affiliates, its or any of their respective subsidiaries, Affiliated Persons, directors, officers, employees and employees, attorneys, agents, and each personadvisers, if anyon any theory of liability, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor-Indemnified Party”) from and against any Losses incurred by such Distributor-Indemnified Party as a result of (i) any breach by the Distributor of any provision of this Agreement; (ii) any failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Distributor to comply with applicable Law; (iv) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, other than any statement made or omitted in reliance upon information provided to the Distributor, the Trust or any other person on behalf of the Trust or the Fund by a Distributor-Indemnified Party in writing and (v) actions of such Distributor-Indemnified Party in reliance upon any instructions reasonably believed by the Participant to be genuine and to have been given by the Distributor. The foregoing shall not apply to any Losses incurred by any Distributor-Indemnified Party arising out of any Distributor-Indemnified Party’s own fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder. c. Notwithstanding anything to the contrary in this Agreement, the Distributor, the Transfer Agent and the Fund will not indemnify the Participant for any violations of the U.S. federal or state securities laws (or other applicable Law) committed by the Participant through its failure to deliver a Prospectus in connection with the offer or sale of Shares and for any oral or written representation or warranty by Participant that is not contained in the Prospectus. d. Notwithstanding anything to the contrary in this Agreement, none of the Participant, Distributor, Trust or Transfer Agent shall be liable to each other for any Losses under this Agreement arising out of (i) mistakes or errors in data provided in connection with Orders, except for data provided by the other or (ii) mistakes or errors by or out of interruptions or delays of communications with a service provider to the Trust. e. Each of the Participant, Distributor and Transfer Agent undertakes to perform such duties and only such duties as are expressly set forth herein, or expressly incorporated herein by reference, and no implied covenants or obligations shall be read into this Agreement. f. In the absence of fraud, bad faith, gross negligence, willful misconduct, or reckless disregard on its part, neither the Distributor nor the Transfer Agent, whether acting directly or through agents or attorneys, shall be liable for any action taken or omitted, or for any error of judgment made, in the performance of their duties hereunder. g. In no event shall any Party be liable for special, indirect indirect, consequential, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any Party be liable under this Agreement to another Party for the acts or omissions of the CNS Clearing Process, DTC, NSCC, the Custodian or any securities depository, clearing corporation, exchange or communications service. h. None of the Distributor, the Transfer Agent or the Trust shall be liable for any failure or delay in the performance of its obligations or those of its agents under this Agreement punitive damages arising out of or causedotherwise relating to the Loan Documents, directly any of the transactions contemplated herein or indirectly, by circumstances beyond its reasonable control, including without limitation: acts the actual or proposed use of God; earthquakes; extreme weather events, including blizzards, hurricanes, tornados thunder storms, fires and floods; wars; civil or military disturbances; blackouts; terrorism; breakdowns in communications systems; riots; loss or malfunction the proceeds of utilities or computer or internet services; labor disputes; acts the Loans. (b) Without prejudice to the survival of any civilother agreement of the Borrowers hereunder, military or governmental authoritythe agreements and obligations of the Borrowers contained in this Section 12.9 shall survive the payment in full of the Loans and all other amounts payable under this Agreement. i. Neither the Transfer Agent nor the Distributor shall be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.