Common use of Liability and Indemnification of the Manager Clause in Contracts

Liability and Indemnification of the Manager. The Manager, its affiliates and their respective duly appointed agents, representatives, directors, officers and employees and each of them (“Indemnitees”) shall at all times be indemnified and saved harmless by each Trust out of the assets of the Trust from and against any and all claims, liabilities, damages, losses, judgments, amounts paid in settlement, penalties or fines whatsoever, including costs, charges and expenses (and legal expenses) actually and reasonably incurred in connection therewith, brought, commenced or prosecuted against them for or in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Manager for that Trust and also from and against all other costs, charges, and expenses it may actually and reasonably sustain or incur in or about or in relation to the performance of its duties hereunder for that Trust. It is the intention of each Trust to constitute the Manager a trustee for each Indemnitee, with respect to the covenants of the Trust under this Section 17 as it applies to the Manager, and the Manager agrees to accept such trust and to hold and enforce such covenants on behalf of such Indemnitees. The Manager, its directors, officers and employees shall not be personally liable for any taxes, assessments or governmental charges which may be levied or assessed on any basis whatsoever in connection with the performance of the Manager’s duties under this Agreement, excepting only those income taxes assessed against the Manager in its corporate capacity arising out of its compensation under this Agreement. The Manager shall not be liable to any Trust or to any security holder for any loss or damage relating to any matter regarding such Trust, including any loss or diminution in the net asset value of the Trust or of any series of Units of the Trust. Nothing herein shall be deemed to protect the Manager against any liability to a Trust and security holders in any circumstance where there has been a failure of the Manager:

Liability and Indemnification of the Manager. The Business Manager and ------------------------------------------------------------------ Member Designees ---------------- (a) Neither the Manager, its affiliates and their respective duly appointed agentsthe Business Manager, representatives, directors, officers and employees and nor any Member Designee (each of them (“Indemnitees”an "Indemnitee") shall at all times be indemnified and saved harmless liable to any Member or to the Company by each Trust out reason of ---------- the actions or inactions of such Indemnitee in the conduct of the assets business of the Trust Company, but only to the extent that such Indemnitee (i) acted in good faith, (ii) acted in a manner reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal conduct or proceeding, had no reasonable cause to believe that his or its conduct was unlawful; provided, however, that the foregoing limitation on liability shall -------- ------- not apply in the event of (v) a breach by an Indemnitee of any material provision of this Agreement, (w) a breach by the Business Manager of the Management Agreement, (x) a breach by the Business Manager or any Member Designee of any Non-Competition Agreement executed by the Business Manager or any Member Designee, (y) a violation of law or breach of fiduciary duty to the Company by an Indemnitee, or (z) an Indemnitee's fraud, gross negligence or willful misconduct. No amendment of this Agreement or repeal of any of its provisions shall limit or eliminate the benefits provided to an Indemnitee under this provision with respect to any act or omission which occurred prior to such amendment or repeal. (b) The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless, each Indemnitee from and against any and all losses, claims, liabilities, damages, lossesliabilities or actions, judgmentsjoint or several, amounts paid in settlement, penalties or fines whatsoever, including costs, charges and expenses (and legal expenses) actually and reasonably incurred in connection therewith, brought, commenced or prosecuted against them for or in respect to which such Indemnitees may be subject by virtue of any actact performed by such Indemnitee, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Manager for that Trust and also from and against all other costs, charges, and expenses it may actually and reasonably sustain or incur in or about or in relation to the performance of its duties hereunder for that Trust. It is the intention of each Trust to constitute the Manager a trustee for each be performed by any such Indemnitee, with respect to the covenants of the Trust under this Section 17 as it applies to the Manager, and the Manager agrees to accept such trust and to hold and enforce such covenants on behalf of such Indemnitees. The Manager, its directors, officers and employees shall not be personally liable for any taxes, assessments or governmental charges which may be levied or assessed on any basis whatsoever in connection with the performance business of the Manager’s duties under this AgreementCompany and shall reimburse each such Indemnitee for any legal or other expenses reasonably incurred by such Person in connection with investigating, excepting defending or preparing to defend any such loss, claim, damage, liability or action, but only those income taxes assessed against to the Manager extent that such Indemnitee (i) acted in good faith, (ii) acted in a manner reasonably believed to be in or not opposed to the best interests of the Company, and (iii) with respect to any criminal conduct or proceeding, had no reasonable cause to believe that his or its corporate capacity arising out of its compensation under this Agreement. The Manager conduct was unlawful; provided, however, that the Company shall not be liable to any Trust or -------- ------- Indemnitee to any security holder for any loss or damage relating to any matter regarding such Trust, including any loss or diminution the extent that in the net asset value judgment of a court of competent jurisdiction such loss, claim, damage, liability or action is found to arise from any act of Indemnitee described in Section 10.2(a)(v)-(z). Expenses incurred by an Indemnitee in defending a civil or criminal action, suit or proceeding arising out of or in connection with this Agreement or the Company's business or affairs shall be paid by the Company in advance of the Trust final disposition of such action, suit or proceeding upon receipt of an undertaking by the Indemnitee to repay such amount plus reasonable interest in the event that it shall ultimately be determined that the Indemnitee was not entitled to be indemnified by the Company in connection with such action. Notwithstanding the foregoing, expenses incurred by an Indemnitee shall not be paid by the Company in advance of the final disposition of any series such action, suit or proceeding in the event that such action, suit or proceeding is brought by any Member or the Company, whether on a direct or a derivative basis. No amendment of Units this Agreement shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal. The Company may carry insurance, to the extent available on reasonable commercial terms, protecting it and potential Indemnitees from liabilities to third parties, to the extent practicable. No Indemnitee shall enter into any settlement for which it seeks to be indemnified under this Agreement in excess of in the aggregate $100,000 without the approval by Supermajority Vote of the Trust. Nothing herein shall be deemed to protect the Manager against any liability to a Trust and security holders in any circumstance where there has been a failure Member Designees of the Manager:such settlement.

Liability and Indemnification of the Manager. The Manager, its affiliates and their respective duly appointed agents, representatives, directors, officers and employees and each of them (“Indemnitees”) shall at all times be indemnified and saved harmless by each Trust out of the assets of the Trust from and against any and all claims, liabilities, damages, losses, judgments, amounts paid in settlement, penalties or fines claims whatsoever, including costs, charges and expenses (and legal expenses) actually and reasonably incurred in connection therewith, brought, commenced or prosecuted against them for or in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Manager for that Trust and also from and against all other costs, charges, and expenses it may actually and reasonably sustain or incur in or about or in relation to the performance of its duties hereunder for that Trust. It is the intention of each Trust to constitute the Manager a trustee for each Indemniteeits affiliates and their respective agents, representatives, directors, officers and employees, with respect to the covenants of the Trust under this Section 17 as it applies to the Manager, and the Manager agrees to accept such trust and to hold and enforce such covenants on behalf of such Indemniteespersons. The Manager, its directors, officers and employees shall not be personally liable for any taxes, assessments or governmental charges which may be levied or assessed on any basis whatsoever in connection with the performance of the Manager’s duties under this Agreement, excepting only those income taxes assessed against the Manager in its corporate capacity arising out of its compensation under this Agreement. The Manager shall not be liable to any Trust or to any security holder for any loss or damage relating to any matter regarding such Trust, including any loss or diminution in the net asset value of the Trust or of any series of Units of the Trust. Nothing herein shall be deemed to protect the Manager against any liability to a Trust and security holders in any circumstance where there has been a failure of the Manager: