Common use of Liability and Indemnity Clause in Contracts

Liability and Indemnity. 1. The Transfer Agent shall be liable hereunder for any loss, cost, expense or damage, including reasonable counsel fees, which result from the acts or omissions to act of the Transfer Agent, its agents or attorneys-in-fact, in breach of this Agreement or when such acts or omissions to act constitute negligence, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claim, demand or liability for which it may seek indemnification from the Fund hereunder. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent hereunder will survive termination of this Agreement for a period of six years and, with respect to the provisions of paragraph 7 of Article XIII, for a period of six years after the end of the period of confidentiality provided thereunder.

Liability and Indemnity. 1. 21.1 WLSL will use all reasonable endeavours to comply with and carry out Instructions given by the Client and accepted by WLSL concerning the Account or Transactions but to the extent permitted by applicable law neither WLSL nor any of its directors, employees or agents (save where it has been established that they or any of them have acted fraudulently or in wilful default or are grossly negligent) shall have any liability whatsoever (whether in contract, tort or otherwise) for any loss, expenses or damages suffered by the Client as a result of: (a) any inability, failure or delay on the part of WLSL to comply with or carry out any such Instruction or any ambiguity or defect in any such Instruction; or (b) WLSL in good faith acting or relying on any Instruction given by the Client, whether or not such Instruction was given following any recommendation, advice or opinion given by WLSL or any Associate or by any of its or their directors, employees or agents; or (c) WLSL failing to perform its obligations hereunder by reason of any cause beyond its control, including any governmental or regulatory restriction, closure of or ruling by any Exchange (or any division thereof), suspension of trading, breakdown or failure of transmission or communication or computer facilities, postal or other strikes or similar industrial action, or the failure of any Exchange, Clearing House, Correspondent Agent, other company or person whatsoever to perform its obligations; or (d) any Exchange, Clearing House, Correspondent Agent or other company ceasing for any reason to recognize the existence or validity of Transactions entered into by WLSL on behalf of the Client, or failing to perform or close out any such contract provided that such cessation or failure shall not affect the Client's obligations hereunder in respect of any such contracts or other obligations or liabilities of the Client arising therefrom; or (e) the mis-understanding or mis-interpretation of any Instruction given or placed verbally or electronically, or delays or errors in transmission owing to electronic traffic congestion or any other causes, or any mechanical failure, malfunction, suspension or termination of the continued operation or availability and mechanical failure or inadequacy of WLSL’s telephone or telecommunication system or installation in connection with the receipt and processing of Instructions transmitted by telecommunication devices and all other related equipment, facilities and Service. 21.2 The Transfer Agent shall be liable hereunder Client agrees to fully indemnify and keep indemnified WLSL (as trustee for itself and the other Indemnified Persons) and its Associates and its Correspondent Agents and their directors, officers, employees and agents (“Indemnified Persons”) against any loss, cost, expense claim, liability or damageexpense, including reasonable counsel legal fees, which result from the acts that may be suffered or omissions to act incurred by any and/or all of the Transfer AgentIndemnified Persons, its agents or attorneys-in-fact, in breach of this Agreement or when such acts or omissions to act constitute negligence, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason arising out of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claimTransactions, demand or liability for which it may seek indemnification from the Fund hereunder. The Fund will be entitled to assume the defense otherwise arising out of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required omission by WLSL in accordance with the terms of this Agreement. The Transfer Agent will not, without or arising out of any Event of Default, or arising out of any breach by the Fund's prior written consentClient of any of its obligations under this Agreement, settle including any claimcosts reasonably incurred by WLSL in collecting any debts due to WLSL or any unpaid deficiency in the Account, demand in enforcing the rights of WLSL hereunder or liability for which in connection with the Fund will be asked for indemnification hereunder. The Fund's indemnity closure of the Transfer Agent hereunder will survive termination of this Agreement for a period of six years andAccount, with respect and any penalty charged to the provisions of paragraph 7 of Article XIII, for a period of six years after the end of the period of confidentiality provided thereunderWLSL by any Exchange and/or Clearing House.

Liability and Indemnity. 1. (a) The Transfer Servicer and UDC shall be strictly accountable to Client and Agent for all payments actually received by it (or any party with which it has contracted) on Receivables and shall be liable hereunder for any loss, cost, expense or damage, including reasonable counsel fees, which result actual damages resulting from the acts or omissions to act its breach of the Transfer Agent, its agents or attorneys-in-factsuch obligation. However, in breach of no event shall any party to this Servicing Agreement be liable for any consequential, incidental or when such acts or omissions to act constitute negligence, bad faith or willful misconductspecial damages. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall (b) Servicer and UDC hereby indemnify Client and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law)losses, demandsdamages, expenses (including reasonable attorney's costs, good faith settlements, expenses, taxes, reasonably attorneys' and paralegals' fees) , and all other liabilities of any and every kind or nature which the Transfer Agent may sustain whatsoever, resulting, directly or incur indirectly, in whole or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order includingpart, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claim, demand or liability for which it may seek indemnification suit by any third party against Client or Agent arising from an action or omission by the Servicer under this Servicing Agreement or from the Fund hereunderaction or inaction of any Servicer Provider. (c) The following procedures shall apply with respect to any indemnity obligation pursuant to this Servicing Agreement: (1) Any party seeking indemnification pursuant to this Servicing Agreement (the "Indemnified Party") shall give to the party obligated to provide indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the facts giving rise to any claim for indemnification and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Servicing Agreement or any other agreement, document or instrument executed hereunder 25 26 or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure. (2) In calculating any amount claimed pursuant to a Claim Notice, there shall be deducted (i) any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to any insurer), and (ii) the amount of any tax benefit to the Indemnified Party (or any of its Affiliates) with respect to such amount (after giving effect to the tax effect of receipt of the indemnification payments). (3) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The Fund judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount sought through indemnification. (4) The Indemnified Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Party as to which indemnification will be entitled to assume sought by any Indemnified Party from any Indemnitor hereunder, and in any such case the Indemnitor shall cooperate in connection therewith and shall furnish, at its own expense, such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, that the Indemnitor may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit brought as to enforce which the Indemnified Party has so elected to conduct and control the defense thereof; and provided, further, that the Indemnified Party shall not, without the written consent of the Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, demand action or liabilitysuit, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agentwriting that, if such settlement would require the Transfer Agent to perform any claim, action or incur suit shall be adversely determined, such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any liability not otherwise required by this Agreement. The Transfer Agent will notsuch claim, action or suit without the Fund's prior written such consent, settle provided that in such event the Indemnified Party shall waive any claimright to indemnity therefor hereunder unless such consent is unreasonably withheld. (d) UDC, demand until such time as it has transferred all of its rights and obligations pursuant to this Servicing Agreement to a Spin-Off or another entity which is not an Affiliate in compliance with Section 6.05, shall be liable to Client and Agent for any and all liability of Servicer to Client or Agent. Thereafter, (i) UDC shall not be liable for which the Fund will be asked liability of Servicer except for indemnification hereunder. The Fund's indemnity claims against Servicer arising before the effective date of the Transfer Agent hereunder will survive termination Spin-Off or assignment to such other non-Affiliate entity, and (ii) the events of this Agreement default listed in Section 5.01 shall not apply to UDC, except for a period of six years and, with respect defaults occurring prior to the provisions of paragraph 7 of Article XIII, for a period of six years after the end effective date of the period of confidentiality provided thereunderSpin-Off or such assignment to such other non-Affiliate entity.

Liability and Indemnity. 1. The Transfer Agent 8.1 No claim shall be liable hereunder for made against CAAM or any Associate acting as delegate in accordance with clause 5.6 or any of their respective officers or employees or agents (together with CAAM called “Indemnified Persons” and each an Indemnified Person) to recover any damages, losses, costs or expenses which the Client may suffer or incur by reason of, or arising out of, the carrying out by CAAM or on its behalf of its obligations and services under this agreement unless such damage, loss, cost, or expense is caused by the negligence, wilful default or damage, including reasonable counsel fees, which result from the acts or omissions to act fraud of the Transfer AgentIndemnified Person concerned, its agents or attorneys-in-fact, in by a breach of this Agreement agreement or when such acts of the Financial Services and Markets Xxx 0000 or omissions to act constitute negligencethe regulatory system (as defined in the FSA Rules) by the Indemnified Person concerned. 8.2 CAAM accepts no liability (whether in negligence or otherwise) for any default or non-performance by the Client or the Custodian or any counterparties or brokers, provided that CAAM has not acted negligently or in bad faith in selecting or willful misconductusing the services of any such broker or counterparty. If any broker or counterparty selected by CAAM should fail to deliver any necessary documents or fail to account for any transaction or investments, CAAM shall (with the Client’s prior written approval) take such steps on the Client’s behalf as appear to CAAM to be reasonable to recover such documents or investments, or any sums due, or compensation in lieu thereof, but (subject to any liability under clause 8.1 and this clause) shall not be liable for such failure if such steps are taken. All reasonable costs and expenses properly incurred by CAAM shall be charged to the Portfolio. 2. So long as 8.3 The Client shall at all times keep each of the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify Indemnified Persons fully and exonerate, save and hold harmless the Transfer Agent from and effectively indemnified (on an after tax basis) against any claims which may be made against them by third parties and all claims (whether with or without basis in fact or law)any liabilities, charges, demands, proceedings, costs, or expenses whatsoever which any of them may suffer pay or incur as a result of, or in connection with, CAAM’s services under this agreement, except to the extent that the same is caused by the negligence, wilful default or fraud of the Indemnified Person concerned or by a breach of this agreement or of the Financial Services and Markets Xxx 0000 or the regulatory system (including reasonable attorney's feesas defined in the FSA Rules) and liabilities by the Indemnified Person concerned. 8.4 CAAM shall inform the Client, as soon as reasonably practicable, of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or third party claim arising as a result of the performance of its obligations hereunder and may, at the Client’s request, refer the conduct of such claim to the Client provided that such a referral does not invalidate any action taken policy of insurance maintained by CAAM and only to the extent that such claim relates solely to the Client and not to any other Client of CAAM. 8.5 No warranty is given by CAAM as to the performance or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer profitability of the Fund; (v) Portfolio or any Certificate or other instructions part of an Officer, or resolution it. CAAM is not liable in respect of any failure of the Fund's Board; Portfolio to meet any targeted returns stated in Schedule 2 or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claim, demand or liability for which it may seek indemnification from the Fund hereunder. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent hereunder will survive termination of this Agreement for a period of six years and, with respect to the provisions of paragraph 7 of Article XIII, for a period of six years after the end of the period of confidentiality provided thereunderotherwise.

Liability and Indemnity. 1. The Transfer Agent shall be liable hereunder for any loss, cost, expense or damage, including reasonable counsel fees, which result from Applicant acknowledges that the acts or omissions to act Standard Board operates legally as an advisory committee of the Transfer AgentCBI board of trustees and oversees the development of the Scheme. Neither the Standard Board members nor any organisation, individual or other person forming part of, or representing, the Standard Board members (together, "CBSB") accepts or owes any duty, liability or responsibility of any kind whatsoever to Applicant or to any other person or body whatsoever, whether with respect to the award or withdrawal of any Certification under the Scheme or otherwise. In particular, all advice or recommendations with respect to any Certification under the Scheme or otherwise that CBSB provides to the CBI board of directors is provided to it in an advisory capacity only and is not to be treated as provided or offered to any other person. To the extent permitted by law and subject to the limitations expressly provided for in this Section 7, Applicant agrees to indemnify, or otherwise to hold harmless, each of CBI, its agents or attorneys-in-factboard of trustees, in breach of this Agreement or when such acts or omissions to act constitute negligenceemployees, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faithcontractors and consultants, without negligence or willful misconductand CBSB (Covered Persons) from any damages, the Fund shall indemnify and exonerateliabilities, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law)judgments, demandscosts, charges, expenses (including reasonable attorney's ’s fees) and liabilities of any and every nature which the Transfer Agent may sustain claims arising or incur resulting from, or which may be asserted against the Transfer Agent by any person by reason of relating to, Applicant’s status as an Approved Verifier or as a result of any action taken otherwise in relation to anything done or omitted failed to be taken done by the Transfer Agent or on behalf of Applicant in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) its verification of any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense Debt Instruments (including attorney's feesbut not limited to any direct, indirect, consequential, special, punitive or exemplary losses, loss of profit, loss of reputation and all interest, penalties and legal costs related thereto (calculated on a full indemnity basis)) in connection with (Losses). Applicant, however, will not be liable for any claimLoss to the extent that it is directly attributable to the fraud, demand gross negligence or liability for which it may seek indemnification from the Fund hereunder. The Fund will be entitled to assume the defense wilful misconduct of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent hereunder will survive termination of this Agreement for a period of six years and, with respect to the provisions of paragraph 7 of Article XIII, for a period of six years after the end of the period of confidentiality provided thereunderCovered Person.

Liability and Indemnity. 1. The Transfer Agent 9.1 Save where and to the extent that a prohibition against exclusion or limitation of obligations applies, the Supplier, its employees, contractors, agents or any other person working for the Supplier shall be liable hereunder under no liability whatsoever to the Buyer, whether in contract, delict or otherwise, howsoever, whether or not resulting from any negligence of the Supplier, employees, contractors, agents or any other person working for the Supplier, including any liability for any lossinaccuracy in the Buyer’s Online Order and any loss (or otherwise) that may arise therefrom, costconsequential injury, expense loss or damagedamage of any nature whatsoever with the exception of liability for death or personal injury resulting from negligence for or arising out of advice, including reasonable counsel feesinformation or opinion or statement given or made by the Supplier, which result from its employees, contractors, agents or any other person working for the acts Supplier, whether the same be oral or omissions in writing, and all terms, warranties and other terms whether express or implied, statutory or otherwise inconsistent with this provision are hereby excluded. In particular and without prejudice to act the generality of the Transfer Agentforegoing, its agents it is the responsibility of the Buyer to determine whether the Goods ordered are fit for any purpose from which they may be required, and all terms, warranties and other terms whether express or attorneys-in-factimplied, in breach of this Agreement statutory or when otherwise, inconsistent with these provisions are hereby excluded, save where and to the extent that such acts or omissions to act constitute negligence, bad faith or willful misconductexclusion is prevented by law. 2. So long 9.2.1.1 Any specifications; speed ratings; formulations; data; literature, statement as the Transfer Agent has acted to content; suitability; performance or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify otherwise and exonerate, save descriptions and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken samples given by the Transfer Agent Supplier in connection with its duties under this Agreement Goods supplied are offered in good faith but are intended to be approximate only and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape received shall be deemed not to constitute representations by the Transfer Agent from an Approved Institution; (iv) Supplier. 9.2.1.2 The Supplier shall not be liable for any instrumentexpenditure, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense loss (including attorney's feeswithout limitation economic indirect and consequential loss) in connection damage or injury (except for death or personal injury arising from negligence), arising out of any use or dealing with any claimGoods howsoever such expenditure, demand loss, damage or liability for which it may seek indemnification injury shall arise and whether from any defect in the Fund hereunder. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand Goods or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent hereunder will survive termination of this Agreement for a period of six years and, with respect to the provisions of paragraph 7 of Article XIII, for a period of six years after the end of the period of confidentiality provided thereunderotherwise.

Liability and Indemnity. 1. (a) The Transfer Administrative Agent shall not be liable hereunder for any lossLosses or Taxes to or of, cost, expense or damage, including reasonable counsel fees, which payable by any Issuer Group Member at any time from any cause whatsoever or any Losses or Taxes directly or indirectly arising out of or in connection with or related to the performance by the Administrative Agent of this Agreement unless such Losses or Taxes are the result from the acts or omissions to act of the Transfer Administrative Agent's own gross negligence, willful misconduct, deceit or fraud or that of any of its directors, officers, agents or employees, as the case may be. (b) Notwithstanding anything to the contrary set forth in any other agreement to which any Issuer Group Member is a party, the Issuer and the other Issuer Group Members, do hereby assume liability for and do hereby jointly and severally agree to indemnify, reimburse and hold harmless on an After-Tax Basis the Administrative Agent, its directors, officers, employees and agents or attorneys-in-fact, in breach and each of this Agreement or when such acts or omissions to act constitute negligence, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent them from and against any and all claims (whether Losses or Taxes that may be imposed on, incurred by or asserted against any of them arising out of, in connection with or without basis in fact or law), demands, expenses related to the Administrative Agent's performance under this Agreement (including reasonable attorney's fees) and liabilities of any and every nature which Losses or Taxes incurred by the Transfer Administrative Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of indemnifying any action taken Person to whom it shall have delegated its obligations hereunder in accordance with Section 8.01 hereof, but only to the extent the Administrative Agent would have been indemnified had it performed such obligations), except as a result of the gross negligence, willful misconduct, deceit or omitted to be taken fraud of the Administrative Agent or any of its directors, officers, employees or agents. This indemnity shall not apply to: (i) Taxes imposed on net income by the Transfer revenue authorities of the State of California or the United States of America in respect of any payment by any Issuer Group Member to the Administrative Agent due to the performance of the Administrative Services; and (ii) Taxes imposed on net income of the Administrative Agent by any Government Authority other than the revenue authorities of the State of California or the United States of America to the extent such Taxes would not have been imposed in the absence of any connection of the Administrative Agent with such jurisdiction imposing such Taxes other than any connection that results from the performance by the Administrative Agent of its duties obligations under this Agreement. This indemnity shall expressly inure to the benefit of any director, officer, agent or employee of the Administrative Agent now existing or in the future and to the benefit of any successor of the Administrative Agent and shall survive the expiration of this Agreement. (c) The Administrative Agent agrees to indemnify, reimburse and hold harmless on an After-Tax Basis each Issuer Group Member and its respective trustees, directors and agents for any Losses whatsoever which they or any of them may incur or be subject to in consequence of the performance of the Administrative Services or any breach of the terms of this Agreement by the Administrative Agent, but only to the extent such Losses arise due to the willful misconduct, gross negligence, deceit or fraud of the Administrative Agent or any of its directors, officers or employees, as the case may be; provided, however, that this indemnity shall not apply and the Administrative Agent shall have no liability in respect of Losses to the extent that they arise from (i) the willful misconduct, deceit or fraud of any Issuer Group Members or their respective directors, trustees or agents, (ii) any breach by the Administrative Agent of its obligations under this Agreement and in reliance upon to the extent such breach is a result of a Service Provider's failure to perform its obligations to the Issuer Group or pursuant to: (i) any provision of a failure by the Issuer Group to comply with its obligations under this Agreement; (ii) the Prospectus; , (iii) any instruction action that the Issuer Group requires the Administrative Agent to take pursuant to a direction but only to the extent that the Administrative Agent takes such action in accordance with such direction and in accordance with the provisions hereof or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrumenta refusal by the Issuer Group to take action upon a recommendation made in good faith by the Administrative Agent in accordance with the terms hereof. (d) The Administrative Agent agrees to indemnify, order or Share certificate reasonably believed by it to be genuine reimburse and to be signed, countersigned or executed by any duly authorized Officer hold harmless on an After-Tax Basis each of the Fund; (v) Trustee, the Security Trustee and the Operating Bank and their respective trustees, directors and agents for any Certificate Losses whatsoever which they or other instructions any of an Officer, them may incur or resolution be subject to in consequence of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claim, demand or liability for which it may seek indemnification from the Fund hereunder. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent performance of the Transfer Agent, if such settlement would require the Transfer Agent to perform Bank Account Management Services or any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity breach of the Transfer Agent hereunder will survive termination terms of this Agreement for a period of six years andby the Administrative Agent, with respect but only to the provisions of paragraph 7 of Article XIIIextent such Losses arise due to the willful misconduct, for a period of six years after the end gross negligence, deceit or fraud of the period Administrative Agent or any of confidentiality its directors, officers or employees, as the case may be; provided, however, that this indemnity shall not apply and the Administrative Agent shall have no liability in respect of Losses to the extent that they arise from (i) the willful misconduct, deceit or fraud of the Trustee or Security Trustee, or their respective directors, trustees or agents, (ii) any breach by the Administrative Agent of its obligations under this Agreement to the extent such breach is solely a result of a Service Provider's failure to perform its obligations to the Issuer Group or a failure solely by the Issuer Group to comply with its obligations under this Agreement, (iii) any action that the Trustee or the Security Trustee requires the Administrative Agent to take pursuant to a direction but only to the extent that the Administrative Agent takes such action in accordance with such direction and in accordance with the provisions hereof or (iv) a refusal by the Trustee or the Security Trustee to take action upon a recommendation made in good faith and consistent with the provisions relating to the Trustee or the Security Trustee under the Related Documents by the Administrative Agent in accordance with the terms hereof. (e) The Administrative Agent, the Issuer and the other Issuer Group Members, the Trustee and the Security Trustee acknowledge and agree that the terms of this Agreement contemplate that the Administrative Agent shall receive the Relevant Information in order for the Administrative Agent to make required credit and debit entries and to make the calculations and supply the information and reports required herein, and that the Administrative Agent will do the foregoing to the extent such information is so provided thereunderby such relevant parties and on the basis of such information, without undertaking any independent verification or recalculation of such information.

Liability and Indemnity. 1. The Transfer Agent 9.1 Save where and to the extent that a prohibition against exclusion or limitation of obligations applies, the Supplier, its employees, contractors, agents or any other person working for the Supplier shall be liable hereunder under no liability whatsoever to the Buyer, whether in contract, delict or otherwise, howsoever, whether or not resulting from any negligence of the Supplier, employees, contractors, agents or any other person working for the Supplier, including any liability for any inaccuracy in the Buyer’s Online Order and any loss (or otherwise) that may arise therefrom, consequential injury, loss or damage of any nature whatsoever with the exception of liability for death or personal injury resulting from negligence for or arising out of advice, information or opinion or statement given or made by the Supplier, its employees, contractors, agents or any other person working for the Supplier, whether the same be oral or in writing, and all terms, warranties and other terms whether express or implied, statutory or otherwise inconsistent with this provision are hereby excluded. In particular and without prejudice to the generality of the foregoing, it is the responsibility of the Buyer to determine whether the Goods ordered are fit for any purpose from which they may be required, and all terms, warranties and other terms whether express or implied, statutory or otherwise, inconsistent with these provisions are hereby excluded, save where and to the extent that such exclusion is prevented by law. 9.2.1.1 Any specifications; speed ratings; formulations; data; literature, statement as to content; suitability; performance or otherwise and descriptions and samples given by the Supplier in connection with Goods supplied are offered in good faith but are intended to be approximate only and shall be deemed not to constitute representations by the Supplier. 9.2.1.2 The Supplier shall not be liable for any expenditure, loss (including without limitation economic indirect and consequential loss) damage or injury (except for death or personal injury arising from negligence), arising out of any use or dealing with any Goods howsoever such expenditure, loss, cost, expense damage or damage, including reasonable counsel fees, injury shall arise and whether from any defect in the Goods or otherwise. 9.4 A claim by the Buyer which result is based on any defect or damage in the quality or condition of the Goods or their failure to correspond with the agreed specification for them shall (whether or not delivery is refused by the Buyer) be notified to the Supplier within seven days from the acts date of delivery or omissions to act (where the defect, damage or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the Transfer Agentdefect, its agents damage or attorneys-in-factfailure. If delivery is not refused, and the Buyer does not notify the Supplier accordingly, the Buyer shall not be entitled to reject the Goods and the Supplier shall have no liability for such defect, damage or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. 9.5 Where a valid claim in respect of any of the Goods which is based on a defect or damage in or to the quality or condition of the Goods or their failure to meet the agreed specification is notified to the Supplier in accordance with these Terms, the Supplier may replace the Goods (or the part in question) free of charge or, at the Supplier’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in breach of this Agreement or when such acts or omissions which case the Supplier shall have no further liability to act constitute negligence, bad faith or willful misconductthe Buyer. 2. So long as 9.6.1.1 The entire liability of the Transfer Agent has acted Supplier under or omitted to act in good faith, without negligence or willful misconduct, connection with the Fund Contract shall not exceed the price of the Goods. 9.6.1.2 The Buyer shall indemnify and exonerate, save and hold harmless the Transfer Agent Supplier on demand from and against any and all claims (whether with claims, costs, actions or without basis in fact or law), demands, expenses demands whatsoever and howsoever arising made by any third party (including reasonable attorney's feesthe Buyer’s employees) and liabilities of any and every nature which whether direct or indirect relating to the Transfer Agent may sustain Goods or incur the use thereof including without limitation those relating to the Goods or which may be asserted against the Transfer Agent by any person by reason of or use thereof arising as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer operation of the Fund; (v) any Certificate Consumer Protection Act 1987 and those arising out of manufacture or other process according to instructions of an Officer, or resolution designs of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claim, demand or liability for which it may seek indemnification from the Fund hereunder. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent hereunder will survive termination of this Agreement for a period of six years and, with respect to the provisions of paragraph 7 of Article XIII, for a period of six years after the end of the period of confidentiality provided thereunderBuyer.

Liability and Indemnity. 1. (a) The Transfer Agent shall be liable hereunder for any loss, cost, expense or damage, including reasonable counsel fees, which result from the acts or omissions to act of the Transfer Agent, its agents or attorneys-in-fact, limitations and exclusions in breach of this Agreement shall not apply in respect of claims for [**] (b) In respect of any damages or when such acts or omissions to act constitute negligence, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify expenses of whatsoever nature and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses howsoever arising (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees[**]) in connection with [**] in no circumstances shall the Indemnitees or the Licensee be liable for [**], provided however that this limitations shall not apply in relation to [**]. (c) Notwithstanding anything else in this Agreement, and subject to Syncona’s compliance with clause 7.3(e), the Licensee shall indemnify the Indemnitees in full against all demands, claims, judgements and liability (howsoever arising [**]) for damages, costs, expenses or any other loss of whatsoever nature including [**], save that the Licensee shall not indemnify or hold Syncona harmless in respect of any claim or allegation to the extent that [**] The indemnity also extends to [**]. Nothing in this sub-clause shall prevent the Licensee recovering from Syncona, subject to the exclusions and limitations set out this Agreement, damages due to the Licensee for [**]. (d) Notwithstanding anything else in this Agreement, and subject to the Licensee complying with clause 7.3(f), Syncona shall indemnify the Licensee in full against all sums the Licensee is required to pay under [**] which relates to or arises (I) from use by Syncona or any of its Sub-Licensees or any end user of [**], or (II) in connection with [**]. (e) If any third party makes a claim, or notifies an intention to make a claim, against an Indemnitee which may reasonably be considered likely to give rise to a liability under the indemnity at clause 7.3(c) (“Syncona Claim”), Syncona shall: (I) [**], give written notice of the Syncona Claim to the Licensee, specifying the nature of the Syncona Claim in reasonable detail; (II) not make any admission of liability, agreement or compromise in relation to the Syncona Claim [**], provided that Syncona may settle the Syncona Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Licensee, but without obtaining the Licensee’s consent) [**]; (III) give the Licensee and its professional advisers access [**] to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Indemnitee, so as to enable the Licensee and its professional advisers to examine them and to take copies (at the Licensee’s expense) for the purpose of assessing the Syncona Claim; and (IV) subject to the Licensee providing security to Syncona against any claim, demand liability, costs, expenses, damages or losses which may be incurred, take such action [**] to avoid, dispute, compromise or defend the Syncona Claim. Syncona shall have the right to take over conduct of any Syncona Claim at any time by serving written notice on the Licensee. In the event that Syncona serves notice to take over conduct of any Syncona Claim, the Licensee’s obligation to indemnify the Indemnitee shall [**]. (f) If [**] makes a claim, or notifies an intention to make a claim, against the Licensee which may reasonably be considered likely to give rise to a liability for which it may seek indemnification under the indemnity at clause 7.3(d) (“[**] Claim”), the Licensee shall: (I) [**], give written notice of the [**] Claim to Syncona, including a copy of the notice from the Fund hereunder. The Fund will be entitled to assume [**] making the defense [**] Claim; (II) [**], provide a copy of any suit brought other communication from or on behalf of the [**] relating to enforce the [**] Claim; (III) not consent to any such claim, demand or admission of liability, and in such case, such defense will be conducted by counsel of good standing chosen agreement or compromise by the Fund [**] in relation to the [**] Claim [**]; (IV) allow Syncona and approved its professional advisers to [**] to the extent permitted by the Transfer Agent[**], such approval not or [**]; and (V) subject to be unreasonably withheld. The Fund will not settle any such action without Syncona providing security to the prior written consent of Licensee to the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle Licensee’s reasonable satisfaction against any claim, demand liability, costs, expenses, damages or liability for losses which may be incurred, [**] and [**] to avoid, dispute, compromise or defend the Fund will be asked for indemnification hereunder[**] Claim. The Fund's indemnity References in this clause 7.3(f) to a [**] include [**] acting on behalf of the Transfer Agent hereunder will survive termination of this Agreement for a period of six years and, with respect to the provisions of paragraph 7 of Article XIII, for a period of six years after the end of the period of confidentiality provided thereunder[**].

Liability and Indemnity. 1. SAMPLE (a) Subject to clause 16(d), the liability of the Department under or in connection with this deed is limited in aggregate to the amount of the Grant. (b) The Transfer Agent shall Department and its Representatives will not in any circumstances (including for negligence) be liable hereunder for any loss of revenue, loss of profit, loss of anticipated savings or business, loss of opportunity (including opportunity to enter into or complete arrangements with third parties), loss of data or goodwill, loss of reputation or any indirect or consequential loss whether arising in contract, tort (including negligence) or otherwise, in connection with this deed. (c) The Recipient is liable for and indemnifies the Department and its Representatives against all liability, loss, cost, expense or damage, including reasonable counsel fees, which result from the acts or omissions to act of the Transfer Agent, its agents or attorneys-in-fact, in breach of this Agreement or when such acts or omissions to act constitute negligence, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify costs and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain actions, claims, proceedings or incur or which may be asserted against the Transfer Agent demand brought by any person by reason of third party, and any legal fees, costs and disbursements on a solicitor and own client basis) arising from or as a result of any action taken or omitted to be taken by the Transfer Agent incurred in connection with its duties under this Agreement and in reliance upon or pursuant to: with: (i) any provision of this Agreement; the Activity; (ii) any default by the Prospectus; Recipient under this deed; (iii) any instruction unlawful, wilful or order includingnegligent act or omission of the Recipient, without limitation, the Recipient’s Representatives or any computer tape received by person for whose conduct the Transfer Agent from an Approved Institution; Recipient is liable; (iv) any instrument, order personal injury (including sickness and death) or Share certificate reasonably believed property damage or loss in connection with the performance (or attempted or purported performance or non-performance) of this deed or a breach of this deed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the FundRecipient; or (v) any Certificate infringement or alleged infringement of any Intellectual Property Rights or Moral Rights. (d) The Recipient’s liability to indemnify the Department under clause 16(c) will be reduced proportionally to the extent that any negligent act or omission or breach of this deed by the Department caused the loss or liability. (e) The indemnity granted in clause 16(c) is in addition to and not exclusive of any other instructions remedies the Department may have against the Recipient at law. (f) It is not necessary for the Department to incur expense or to make a payment before enforcing a right of an Officerindemnity conferred by this deed. (g) Each indemnity in this deed is a continuing obligation, or resolution separate and independent from the other obligations of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claim, demand or liability for which it may seek indemnification from the Fund hereunder. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liabilityparties, and in such casesurvives termination, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action completion or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent hereunder will survive termination expiration of this Agreement for a period of six years and, with respect to the provisions of paragraph 7 of Article XIII, for a period of six years after the end of the period of confidentiality provided thereunderdeed.

Liability and Indemnity. 1. The Transfer Agent shall be liable hereunder for any loss15.1 To the extent permitted by law, costthe Lessee indemnifies the Lessor, expense or damage, including reasonable counsel fees, which result from the acts or omissions to act and each member of the Transfer AgentLessor’s Personnel, its agents or attorneys-in-fact, in breach of this Agreement or when such acts or omissions to act constitute negligence, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims Liability or Claim arising directly or indirectly in relation to any: (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's feesa) and liabilities breach of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties warranty under this Agreement and in reliance upon or pursuant to: otherwise; (ib) any provision breach of this Agreement; (c) breach of any Laws; (d) breach of any Approval; (e) non-compliance with any Requirement; (f) negligence; (g) disclosure of any Confidential Information; and/or (iih) use of the Equipment, by the Lessee or any member of the Lessee’s Personnel. 15.2 To the extent permitted by law, the Lessee releases and indemnifies the Lessor, and each member of the Lessor’s Personnel, from and against any Liability or Claim arising directly or indirectly in relation to any: (a) Collection, transport, return or delivery of the Equipment; (b) use of the Equipment; (c) repair or maintenance of the Equipment; (d) any Requirement in relation to the Equipment; or (e) loss of or damage to the Equipment. 15.3 The Lessee will not be relieved from any liability under clause 15 even if: (a) the ProspectusClaim or Liability results from something the Lessee may be authorised or obliged to do under this Agreement; or (iiib) any instruction a waiver or order including, without limitation, any computer tape received by other indulgence has been granted to the Transfer Agent from Lessee in respect of an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer obligation of the Fund; (v) any Certificate Lessee under this Agreement. 15.4 The Lessor will have no liability in relation to property on the Equipment or other instructions of an Officer, or resolution the physical circumstances of the Fund's Board; Equipment (or the state of any Improvements or Utilities on the Equipment). 15.5 The Lessor will not be liable to the Lessee (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's feeswhether under statute, contract, tort, negligence, indemnity or otherwise) in connection with relation to any claimConsequential Loss. 15.6 The Lessor’s liability to the Lessee in relation to this Agreement (whether under statute, demand contract, tort, negligence, indemnity or liability for which it may seek indemnification from the Fund hereunder. The Fund otherwise) will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent hereunder will survive termination of this Agreement for a period of six years and, with respect limited to the provisions of paragraph 7 of Article XIII, for a period of six years after the end of the period of confidentiality provided thereunderLease Fee.

Liability and Indemnity. 1. The Transfer Agent Neither Cantor nor PSIL (nor their respective directors, employees or agents) shall be liable hereunder for any loss or damage suffered by you as a direct or indirect result of the provision by Xxxxxx or PSIL of its services or the exercise of their rights hereunder, save that nothing in these terms shall exclude or restrict liability of PSIL or Xxxxxx (nor their respective directors, employees or agents) resulting from negligence, fraud or wilful default or contravention of applicable law on the part of such parties. Neither Cantor nor PSIL shall have any liability for any market or trading losses you incur. You undertake to indemnify Cantor and PSIL and each of their respective directors, employees and agents (“Indemnified Persons”) on an after tax basis against any liability, damage, loss, cost, claim or expense of any kind or damagenature, including whether direct, indirect, special, consequential or otherwise, reasonable counsel fees, which result from the acts or omissions to act of the Transfer Agent, its agents or attorneys-in-fact, in breach of this Agreement or when such acts or omissions to act constitute negligence, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify costs and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's feeslegal costs) and liabilities of any all duties and every nature taxes (other than Xxxxxx’x and PSIL’s corporation tax) which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: are caused by: (i) any the provision by Xxxxxx and/or PSIL of this Agreement; their services; (ii) any breach by you of any provision hereof or any default or failure in the Prospectus; (iii) any instruction or order performance of your obligations including, without limitation, any computer tape received failure to make delivery or payment when due or any failure to meet any call for payment or delivery or margin; (iii) any representation or warranty given by the Transfer Agent from an Approved Institution; or on behalf of you being untrue or misleading in any respect; (iv) any instrumentdefect in title or any fraud or forgery in relation to any investments delivered to Cantor and or PSIL by or on your behalf or in relation to any instrument of transfer in relation to such investments (including any electronic instruction) purporting to transfer such investments. (v) the exercise by any CCP or any Market (including without limitation the London Stock Exchange (the "LSE") or Irish Stock Exchange (the "ISE")) of any of their rights or the application of their respective default rules; and (vi) the operation of any provision of the agreements entered into between PSIL, order Pershing Securities Limited, Pershing Limited and a CCP and/or the rules of the ISE and/or the LSE as required by the relevant CCP or Share certificate Market. You hereby acknowledge that Xxxxxx and PSIL and any related party shall not in any event be responsible and shall have no liability for any loss or damage (whether arising directly or indirectly), whether of profits, revenue or goodwill or any indirect or consequential losses (including loss of profit or loss or damage to business or reputation), liabilities, claims, expenses, awards, proceedings and costs, regardless of whether the possibility of such losses, damages, liabilities, claims, expenses, awards, proceedings and costs was disclosed to or could reasonably have been foreseen by Xxxxxx, PSIL or any related party and whether arising in contract, in tort (including negligence) or for representations made or otherwise as a result of or in connection with performance or non-performance of our obligations under these terms or in relation to the Execution Only Service. You also hereby specifically acknowledge that Xxxxxx and PSIL and each related party shall not be responsible and shall have no liability whatsoever for any loss or damage (whether arising directly or indirectly) and whether arising in contract, in tort (including negligence) or otherwise arising: a) by reason of Xxxxxx relying on any instruction reasonably believed by it us to be genuine authorised by you or on your behalf and we shall be under no duty to be signed, countersigned make an investigation or executed by inquiry as to any duly authorized Officer statement contained in any such instruction or document and we may accept the same as conclusive evidence of the Fundtruth and accuracy of the statements contained therein; (vor b) as a result of any Certificate act or other instructions of an Officeromission, or resolution of the Fund's Boardinsolvency, of any credit institution, Eligible Third Party or Third Party Custody Provider that may hold your assets as provided for in paragraphs 6 and 7 (above); or c) by reason of or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claim, demand act or omission by you or any agent of yours as provided for in paragraph 1.A. above. Neither Cantor nor PSIL shall have liability for any circumstance which it may seek indemnification arise and shall not be responsible for any failure to provide any service if such circumstance or failure results wholly or partly from an event or state of affairs beyond the Fund hereunder. The Fund will be entitled to assume the defense control of Cantor or PSIL (including, without limitation any failure or defective performance of any suit brought communication, settlement, computer or accounting system or equipment including, for the avoidance of doubt, PSIL's systems, any failure or interruption in the supply of data, any political crisis, strike or terrorist action, act of war or act of God, the suspension or limitation of trading by any exchange or clearing house or any fire, flood or other natural disaster) and, in such circumstances, any of Cantors or PSIL’s obligations to enforce supply or continue to supply services shall be suspended pending resolution of the event or state of affairs in question. If the services are interrupted for any such claimreason, demand (including, without limitation, as a result of any software error or liabilityfailure, force majeure or regulatory controls), PSIL will operate its business continuity procedures and in such case, such defense will event PSIL shall not be conducted by counsel liable to you for any liabilities as a result of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without interruption, except where such interruption is caused by PSIL’s negligence, fraud or wilful default. You agree that PSIL must have regard to the prior written consent generality of its business and that of its customer base, as well as to any regulatory controls or decision or direction of a public authority in respect of any force majeure event or other event causing PSIL to operate the business continuity procedures. For the avoidance of doubt, neither PSIL nor any of its directors, employees or agents shall be liable for any loss or damage sustained by you as a direct or indirect result of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity operation of the Transfer Agent hereunder will survive termination default rules of this Agreement for a period any exchange or clearing house or the provisions of six years and, any insolvency legislation with respect to the operation of the financial markets or rules made thereunder (and shall, in such circumstances, have no obligation to deliver cash or investments to any greater extent than those received by PSIL and, in the event of any shortfall, may in accordance with applicable law apportion cash or investments received between underlying clients of PSIL in such manner as PSIL may consider fair and equitable). The provisions of this paragraph 7 13 shall; (a) continue to apply notwithstanding the fact that Cantor or PSIL cease to provide services and shall be in addition to any other right of Article XIIIindemnity or claim of any Indemnified Person whether under these terms or otherwise and shall not be affected by any forbearance whether as to payment, for a period time, performance or otherwise; and (b) not entitle any Indemnified Person to be compensated or indemnified against the consequences to that Indemnified Person of six years after its own negligence, fraud or wilful default or any contravention by the end relevant Indemnified Person of any provision of the period of confidentiality provided thereunderapplicable law. In the event that you have a Contracts for Difference (CFD) exposure and you are on a margin call with the CFD provider and the position is not closed out or settled by the CFD provider (including due to insufficient funds), then Xxxxxx will have no liability for any losses incurred by you due to such non settlement or non closure.

Liability and Indemnity. 1. The Transfer (a) Agent shall not be liable hereunder for any losslosses or taxes to or of, costor payable by EFSPV at any time from any cause whatsoever or any losses or taxes directly or indirectly arising out of or in connection with or related to the performance by Agent of this Agreement unless such losses or taxes are the result of Agent's own willful misconduct, expense gross negligence, deceit or damage, including reasonable counsel fees, fraud. (b) Agent shall indemnify and hold harmless the EFSPV Indemnified Parties for any Losses which they may incur or be subject to as a result from of or arising from: (i) the acts or omissions to act performance of the Transfer Agent, its agents Services or attorneys-in-fact, in any breach of this Agreement or when such acts or omissions to act constitute negligenceby Agent, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; material inaccuracy of any representation or warranty made by Agent, (iii) any instruction failure of Agent to comply in respect of the EFSPV Indemnified Parties' obligations in connection with the Program or order includingwith any Requirements provided such obligations are to be satisfied by Agent in accordance with this Agreement, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrumentimproper use or disclosure or unlawful use or disclosure of Customer Information by Agent, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate liability of the EFSPVV Indemnified Parties for any fees, costs, or other instructions amounts due including damages or liquidated damages, arising out of an Officerany contract with a third party service provider retained by Agent, or resolution of the Fund's Board; or and (vi) the EFSPV Indemnified Parties' indemnification obligations under the Participation Agreement to the extent such obligations arise from the Agent's willful misconduct, gross negligence, deceit or fraud in the performance of the Services; provided, however, that this indemnity shall not apply and Agent shall have no liability in respect of Losses to the extent that they arise from (x) the willful misconduct, gross negligence, deceit or fraud of an EFSPV Indemnified Party (as determined by a final non­appealable order of court of competent jurisdiction), (y) any opinion of legal counsel action that an EFSPV Indemnified Party requires Agent to take pursuant to a direction but only to the extent that Agent takes such action in accordance with such direction and in accordance with the provisions hereof, or (z) a refusal by an EFSPV Indemnified Party to take action upon a recommendation made in good faith by Agent in accordance with the terms hereof. (c) This Agreement contemplates that Agent shall receive the relevant information from EFSPV and/or Victory Park in order for Agent to make required credit and debit entries and to make the Fund. The Transfer calculations and supply the information and reports required herein, and that Agent will notify do the Fund prior foregoing to incurring any expense (including attorney's fees) in connection with any claim, demand or liability for which it may seek indemnification from the Fund hereunder. The Fund will be entitled to assume extent such information is so provided and on the defense basis of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will notinformation, without undertaking any independent verification or recalculation of such information. (d) The indemnity obligations set forth in this Section 3.2 shall survive the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent hereunder will survive termination of this Agreement for a period of six years and, with respect to the provisions of paragraph 7 of Article XIII, for a period of six years after the end of the period of confidentiality provided thereunderAgreement.

Liability and Indemnity. 1. The Transfer Agent Neither Cantor nor PSIL (nor their respective directors, employees or agents) shall be liable hereunder for any loss or damage suffered by you as a direct or indirect result of the provision by Xxxxxx or PSIL of its services or the exercise of their rights hereunder, save that nothing in these terms shall exclude or restrict liability of PSIL or Xxxxxx (nor their respective directors, employees or agents) resulting from negligence, fraud or wilful default or contravention of applicable law on the part of such parties. Neither Cantor nor PSIL shall have any liability for any market or trading losses you incur. You undertake to indemnify Cantor and PSIL and each of their respective directors, employees and agents (“Indemnified Persons”) on an after tax basis against any liability, damage, loss, cost, claim or expense of any kind or damagenature, including whether direct, indirect, special, consequential or otherwise, reasonable counsel fees, which result from the acts or omissions to act of the Transfer Agent, its agents or attorneys-in-fact, in breach of this Agreement or when such acts or omissions to act constitute negligence, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify costs and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's feeslegal costs) and liabilities of any all duties and every nature taxes (other than Xxxxxx’x and PSIL’s corporation tax) which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: are caused by: (i) any the provision by Xxxxxx and/or PSIL of this Agreement; their services; (ii) any breach by you of any provision hereof or any default or failure in the Prospectus; (iii) any instruction or order performance of your obligations including, without limitation, any computer tape received failure to make delivery or payment when due or any failure to meet any call for payment or delivery or margin; (iii) any representation or warranty given by the Transfer Agent from an Approved Institution; or on behalf of you being untrue or misleading in any respect; (iv) any instrumentdefect in title or any fraud or forgery in relation to any investments delivered to Cantor and or PSIL by or on your behalf or in relation to any instrument of transfer in relation to such investments (including any electronic instruction) purporting to transfer such investments. (v) the exercise by any CCP or any Market (including without limitation the London Stock Exchange (the "LSE") or Irish Stock Exchange (the "ISE")) of any of their rights or the application of their respective default rules; and (vi) the operation of any provision of the agreements entered into between PSIL, order Pershing Securities Limited, Pershing Limited and a CCP and/or the rules of the ISE and/or the LSE as required by the relevant CCP or Share certificate Market. You hereby acknowledge that Xxxxxx and PSIL and any related party shall not in any event be responsible and shall have no liability for any loss or damage (whether arising directly or indirectly), whether of profits, revenue or goodwill or any indirect or consequential losses (including loss of profit or loss or damage to business or reputation), liabilities, claims, expenses, awards, proceedings and costs, regardless of whether the possibility of such losses, damages, liabilities, claims, expenses, awards, proceedings and costs was disclosed to or could reasonably have been foreseen by Xxxxxx, PSIL or any related party and whether arising in contract, in tort (including negligence) or for representations made or otherwise as a result of or in connection with performance or non-performance of our obligations under these terms or in relation to the Execution Only Service. You also hereby specifically acknowledge that Xxxxxx and PSIL and each related party shall not be responsible and shall have no liability whatsoever for any loss or damage (whether arising directly or indirectly) and whether arising in contract, in tort (including negligence) or otherwise arising: a) by reason of Xxxxxx relying on any instruction reasonably believed by it us to be genuine authorised by you or on your behalf and we shall be under no duty to be signed, countersigned make an investigation or executed by inquiry as to any duly authorized Officer statement contained in any such instruction or document and we may accept the same as conclusive evidence of the Fundtruth and accuracy of the statements contained therein; (vor b) as a result of any Certificate act or other instructions of an Officeromission, or resolution of the Fund's Boardinsolvency, of any credit institution, Eligible Third Party or Third Party Custody Provider that may hold your assets as provided for in paragraphs 6 and 7 (above); or c) by reason of or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claim, demand act or omission by you or any agent of yours as provided for in paragraph 1.A. above. Neither Cantor nor PSIL shall have liability for any circumstance which it may seek indemnification arise and shall not be responsible for any failure to provide any service if such circumstance or failure results wholly or partly from an event or state of affairs beyond the Fund hereunder. The Fund will be entitled to assume the defense control of Cantor or PSIL (including, without limitation any failure or defective performance of any suit brought communication, settlement, computer or accounting system or equipment including, for the avoidance of doubt, PSIL's systems, any failure or interruption in the supply of data, any political crisis, strike or terrorist action, act of war or act of God, the suspension or limitation of trading by any exchange or clearing house or any fire, flood or other natural disaster) and, in such circumstances, any of Cantors or PSIL’s obligations to enforce supply or continue to supply services shall be suspended pending resolution of the event or state of affairs in question. If the services are interrupted for any such claimreason, demand (including, without limitation, as a result of any software error or liabilityfailure, force majeure or regulatory controls), PSIL will operate its business continuity procedures and in such case, such defense will event PSIL shall not be conducted by counsel liable to you for any liabilities as a result of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without interruption, except where such interruption is caused by PSIL’s negligence, fraud or wilful default. You agree that PSIL must have regard to the prior written consent generality of its business and that of its customer base, as well as to any regulatory controls or decision or direction of a public authority in respect of any force majeure event or other event causing PSIL to operate the business continuity procedures. For the avoidance of doubt, neither PSIL nor any of its directors, employees or agents shall be liable for any loss or damage sustained by you as a direct or indirect result of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity operation of the Transfer Agent hereunder will survive termination default rules of this Agreement for a period any exchange or clearing house or the provisions of six years and, any insolvency legislation with respect to the operation of the financial markets or rules made thereunder (and shall, in such circumstances, have no obligation to deliver cash or investments to any greater extent than those received by PSIL and, in the event of any shortfall, may in accordance with applicable law apportion cash or investments received between underlying clients of PSIL in such manner as PSIL may consider fair and equitable). The provisions of this paragraph 7 13 shall; (a) continue to apply notwithstanding the fact that Cantor or PSIL cease to provide services and shall be in addition to any other right of Article XIIIindemnity or claim of any Indemnified Person whether under these terms or otherwise and shall not be affected by any forbearance whether as to payment, time, performance or otherwise; and (b) not entitle any CFD provider (including due to insufficient funds), then Xxxxxx will have no liability for a period of six years after the end of the period of confidentiality provided thereunderany losses incurred by you due to such non settlement or non closure.

Liability and Indemnity. 1. The Transfer Agent shall Thriven will not be liable hereunder to you with respect to any subject matter of this Referral Agreement under any contract, negligence, tort, strict liability or other legal or equitable theory for any lossindirect, costincidental, expense consequential, special or damage, including reasonable counsel fees, which result from the acts or omissions to act of the Transfer Agent, its agents or attorneys-in-fact, in breach of this Agreement or when such acts or omissions to act constitute negligence, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims exemplary damages (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this Referral Agreement, in no event shall Thriven's cumulative liability to you arising out of or related to this Referral Agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission fees paid to you under this Referral Agreement. 2. You hereby agree to indemnify and hold harmless Thriven, and its subsidiaries and Referrals, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any computer tape received by and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the Transfer Agent from an Approved Institution; foregoing hereinafter referred to as "Losses") insofar as such Losses (ivor actions in respect thereof) arise out of or are based on (i) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer claim that our use of the Fund; Referral trademarks infringes on any trademark, trade name, service xxxx, copyright, license, intellectual property, or other proprietary right of any third party, (vii) any Certificate misrepresentation of a representation or other instructions warranty or breach of an Officera covenant and agreement made by you herein, or resolution (iii) any claim related to your site, including, without limitation, content therein not attributable to us. 3. The Referrer indemnifies Thriven against all third-party claims as a result of the FundReferrer's Board; or failure to (vifully) fulfill any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's feesobligation(s) in connection with any claim, demand or liability for which it may seek indemnification from the Fund hereunder. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent hereunder will survive termination of this Agreement for a period of six years and, with respect to the provisions of paragraph 7 of Article XIII, for a period of six years after the end of the period of confidentiality provided thereundertowards third parties.

Liability and Indemnity. 1. The Transfer Agent 10.1 Neither the Investment Manager nor any of its officer, employee or agent, shall be liable hereunder for any lossinvestment decision made, cost, expense or damage, including reasonable counsel fees, which result from the acts or omissions to act any error of the Transfer Agent, its agents or attorneys-in-fact, in breach of this Agreement or when such acts or omissions to act constitute negligence, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain judgment or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of for any action taken or omitted to be taken unless to the extent that such decision, error, action or omission arises as a direct result of the willful default or gross negligence of the Investment Manager or any of its officer, employee or agent. 10.2 Without prejudice to Clause 11.1, no representation or warranty is given by the Transfer Agent Investment Manager as to the performance or profitability of any Investment purchased by the Investment Manager on behalf of the Client and neither the Investment Manager nor any of its officer, employee or agent will in any circumstances be liable for any loss of opportunity, or any indirect, specific or consequential loss whereby the value of the Investment Portfolio could have been increased or for any decline in such value. Furthermore, the Investment Manager shall not be liable for incorrect or omitted information in any prospectus or other material provided (e.g. pricing information) for an investment, nor shall the Investment Manager have any liability for loss of any kind that are attributable to such incorrect or omitted information. 10.3 The Client shall jointly and severally indemnify the Investment Manager and its officers, employees and agents against all liabilities, losses charges, demands, proceedings, costs and expenses which they may suffer, pay or incur as a result of or in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) the performance by them in good faith of any provision of this Agreement; their obligations or the management of the Investment Portfolio hereunder unless due to their respective willful default or gross negligence, and (ii) the Prospectus; (iii) breach of any instruction or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer obligation of the Fund; (v) any Certificate or other instructions of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claim, demand or liability for which it may seek indemnification from the Fund Client hereunder. The Fund will Investment Manager shall not be entitled obliged to assume take any action on behalf of the defense Client. If any claim is made by or against the Investment Manager, or by or against third parties where such claim is related to the services provided hereunder, the Client agrees to provide the Investment Manager with the required and appropriate assistance in respect of the parties involved and the Investment Manager shall have a right of set off against any asset in the other accounts of the Client, or those accounts in which Client owns interest, maintained with the Investment Manager. 10.4 Notwithstanding any other provisions of the Agreement, the Investment Manager shall not be responsible for any loss or expense suffered or incurred by the Client arising from any delay, failure or inability of the Investment Manager to discharge any of its obligations or liabilities under the Agreement as a result of any suit brought reason or cause beyond the Investment Manager’s reasonable control, including but not limited to, any order, law, control, regulation, directive, levy tax, embargo, moratorium, exchange control or restriction or other act of any government whether de facto or de jure or other authority, any breakdown or failure of transmission or instruction or in computer facilities, postal or other strike, closure or suspension of trading on any exchange, board of trade, market or clearing house, any act of God, fire, flood, severe weather or explosion. 10.5 Under no circumstances shall the Investment Manager be liable for any indirect consequential or special damage (such as, any loss due to enforce any such claimunexecuted transaction, demand loss of profit, loss of data, damaged or liabilityunreadable data, and in such casedamage to goodwill, such defense will be conducted by counsel damage to reputation or waste of good standing chosen by the Fund and approved by the Transfer Agentmanagement time), such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent which are triggered or occurred as a result of the Transfer AgentInvestment Manager providing, if such settlement would require delegating, terminating or suspending the Transfer Agent to perform services provided hereunder. 10.6 The Investment Manager shall have a right of set off against any action asset in the other accounts of the Client, or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for those accounts in which the Fund will be asked for indemnification hereunder. The Fund's indemnity of Client owns interest, maintained with the Transfer Agent hereunder will survive termination of this Agreement for a period of six years and, with respect to the provisions of paragraph 7 of Article XIIIInvestment Manager, for any loss that the Investment Manager may suffer as a period result of six years after performing its duties under the end of the period of confidentiality provided thereunderAgreement.

Liability and Indemnity. 1. (a) The Transfer Agent shall be liable hereunder for any loss, cost, expense or damage, including reasonable counsel fees, which result from the acts or omissions to act of the Transfer Agent, its agents or attorneys-in-fact, limitations and exclusions in breach of this Agreement or when such acts or omissions to act constitute negligence, bad faith or willful misconductshall not apply in respect of claims for [**]. 2. So long as the Transfer Agent has acted (b) In respect of any damages or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify expenses of whatsoever nature and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses howsoever arising (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees[**]) in connection with [**] in no circumstances shall the Indemnitees or the Licensee be liable for [**] provided however that this limitations shall not apply in relation to [**]. (c) Notwithstanding anything else in this Agreement, and subject to Syncona’s compliance with clause 7.3(d), the Licensee shall indemnify Syncona in full against all demands, claims, judgements and liability (howsoever arising [**]) for damages, costs, expenses or any other loss of whatsoever nature including [**], save that the Licensee shall not indemnify or hold Syncona harmless in respect of any claim or allegation to the extent that [**]. The indemnity also extends to [**]. Nothing in this sub-clause shall prevent the Licensee recovering from Syncona, subject to the exclusions and limitations set out this Agreement, damages due to the Licensee for [**]. (d) If any third party makes a claim, or notifies an intention to make a claim, against an Indemnitee which may reasonably be considered likely to give rise to a liability under the indemnity at clause (“Claim”), Syncona shall: (I) [**] give written notice of the Claim to the Licensee, specifying the nature of the Claim in reasonable detail; (II) not make any admission of liability, agreement or compromise in relation to the Claim [**], provided that Syncona may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Licensee, but without obtaining the Licensee’s consent) if [**]; (III) give the Licensee and its professional advisers access [**] to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Indemnitee, so as to enable the Licensee and its professional advisers to examine them and to take copies (at the Licensee’s expense) for the purpose of assessing the Claim; and (IV) subject to the Licensee providing security to Syncona against any claim, demand liability, costs, expenses, damages or liability for losses which it may seek indemnification from be incurred, take such action [**] to avoid, dispute, compromise or defend the Fund hereunderClaim. The Fund will be entitled Syncona shall have the right to assume the defense take over conduct of any suit brought Claim at any time by serving written notice on the Licensee. In the event that Syncona serves notice to enforce take over conduct of any such claimClaim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by Licensee’s obligation to indemnify the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent hereunder will survive termination of this Agreement for a period of six years and, with respect to the provisions of paragraph 7 of Article XIII, for a period of six years after the end of the period of confidentiality provided thereunderIndemnitee shall [**].

Liability and Indemnity. This Section identifies and defines areas in which either Medcom or the Employer may be held liable for violations or errors in administration of the Plan and provides indemnity to each party for certain acts or responsibilities of another. 1. In performing its obligations under this Agreement, Medcom neither assumes nor underwrites any liability of the Employer under the Plan. With respect to the Employer, Medcom acts only as provider of those services specifically described in this Agreement. With respect to Participants, Medcom acts only as the agent of the Employer. The Transfer Agent services to be performed by Medcom shall be liable hereunder ministerial in nature and shall be performed within the framework of policies, interpretations, rules, practices, and procedures made or established by the Employer. Medcom shall have no discretionary authority or discretionary control over any assets of the Employer, the Plan or the Participants. 2. Medcom shall have no duty or obligation to defend any legal action or proceeding brought to recover a Claim for Plan benefits. However, Medcom will provide any lossrelevant evidence it has to the Employer and its counsel to assist in such action or proceeding. 3. Except as otherwise explicitly provided in this Agreement, costthe Employer shall retain the liability, expense which shall survive the termination of this Agreement, for: a. All Plan benefit Claims and all expenses incident to the Plan and any legal action or damageproceeding to recover benefits under the Plan. b. Any state premium or similar tax, however denominated, including reasonable counsel feesany penalties and interest payable with respect thereto, which result from assessed on the basis of and/or measured by the amount of Plan benefit funds handled pursuant to this Agreement. c. Any acts or omissions to act of by the Transfer AgentEmployer and its employees, its agents agents, or attorneys-in-fact, in breach affiliates arising out of this Agreement or when such the administration of the Plan, including those alleged to be a breach of fiduciary duty under applicable law. d. In the absence of negligence, any cost, charge, tax, fine, penalty, or interest, however denominated, that may be assessed against Medcom or the Employer for any violation of the Code including any COBRA or HIPAA provisions. 4. Medcom shall use ordinary and reasonable care in the performance of its duties, and will indemnify and hold Employer harmless from and against all extra-contractual non-benefit costs, damages, judgments, attorneys' fees, expenses and liabilities which occur as a direct result of any acts or omissions of Medcom which, in the aggregate, constitute a failure by Medcom to act constitute negligence, bad faith or willful misconductperform its claim services with that degree of skill and judgment possessed by one experienced in furnishing claim services to plans of similar size and characteristics as the Employer's Plan. 25. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund Employer shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may not be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted deemed to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claim, demand or liability for which it may seek indemnification from the Fund hereunder. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent hereunder will survive termination default of this Agreement nor held responsible for a period any cessation, interruption or delay in the performance of six years andits obligations hereunder due to causes beyond its reasonable control, with respect to the provisions including, but not limited to, natural disaster, acts of paragraph 7 of Article XIIIGod, for a period of six years after the end labor controversy, civil disturbance, disruption of the period public markets, war or armed conflict, or the inability to obtain sufficient materials or services required in the conduct of confidentiality provided thereunderits business, including Internet access, or any change in or the adoption of any law, judgment or decree.

Liability and Indemnity. 1. (a) The Transfer Agent Trustees shall not be liable to LIFT or the Certificateholders for monetary or other damages for breach of fiduciary duty as a Trustee; such exculpation shall be liable hereunder for to the fullest extent permitted by Delaware law. (b) Each Trustee (and the officers, directors, employees, heirs, executors or administrators of such Trustee) who was or is a party or is threatened to be made a party to, or is involved in any lossthreatened, cost, expense pending or damage, including reasonable counsel fees, which result from completed action or suit by or in the acts or omissions right of LIFT to act procure a judgment in its favor by reason of the Transfer Agentfact that such Person is or was a Trustee of LIFT or is or was serving at the request of LIFT as a trustee, its agents director or attorneys-in-factofficer of another trust, in breach of this Agreement corporation, partnership, joint venture or when such acts or omissions other enterprise, shall be indemnified and held harmless by LIFT to act constitute negligence, bad faith or willful misconductthe fullest extent permitted by Delaware law. 2. So long as the Transfer Agent has acted or omitted (c) LIFT does hereby assume liability for and agree to act in good faithindemnify, without negligence or willful misconduct, the Fund shall indemnify and exonerate, save reimburse and hold harmless each of the Transfer Agent Trustees from and against any and all claims (whether with losses, liabilities or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which that may be imposed on, incurred by or asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent them arising out of, in connection with its duties or related to their performance under this Agreement Trust Agreement, including any resignation of any Trustee as provided hereby, and such indemnification shall be to the fullest extent permitted by Delaware law. (d) The right to indemnification conferred in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) Article 5 shall also include the Prospectus; (iii) any instruction or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it right to be genuine and to be signed, countersigned or executed paid by any duly authorized Officer of LIFT the Fund; (v) any Certificate or other instructions of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) expenses incurred in connection with any claim, demand or liability for which it may seek indemnification from such proceeding in advance of its final disposition to the Fund hereunderfullest extent authorized by Delaware law. The Fund will right to indemnification conferred in this Article 5 shall be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent hereunder will survive termination of this Agreement for a period of six years and, with respect to the provisions of paragraph 7 of Article XIII, for a period of six years after the end of the period of confidentiality provided thereundercontract right.

Liability and Indemnity. 1. The Transfer Agent Neither Cantor nor PSIL (nor their respective directors, employees or agents) shall be liable hereunder for any loss or damage suffered by you as a direct or indirect result of the provision by Xxxxxx or PSIL of its services or the exercise of their rights hereunder, save that nothing in these terms shall exclude or restrict liability of PSIL or Xxxxxx (nor their respective directors, employees or agents) resulting from negligence, fraud or wilful default or contravention of applicable law on the part of such parties. Neither Cantor nor PSIL shall have any liability for any market or trading losses you incur. You undertake to indemnify Cantor and PSIL and each of their respective directors, employees and agents (“Indemnified Persons”) on an after tax basis against any liability, damage, loss, cost, claim or expense of any kind or damagenature, including whether direct, indirect, special, consequential or otherwise, reasonable counsel fees, which result from the acts or omissions to act of the Transfer Agent, its agents or attorneys-in-fact, in breach of this Agreement or when such acts or omissions to act constitute negligence, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify costs and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's feeslegal costs) and liabilities of any all duties and every nature taxes (other than Xxxxxx’x and PSIL’s corporation tax) which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: are caused by: (i) any the provision by Xxxxxx and/or PSIL of this Agreement; their services; (ii) any breach by you of any provision hereof or any default or failure in the Prospectus; (iii) any instruction or order performance of your obligations including, without limitation, any computer tape received failure to make delivery or payment when due or any failure to meet any call for payment or delivery or margin; (iii) any representation or warranty given by the Transfer Agent from an Approved Institution; or on behalf of you being untrue or misleading in any respect; (iv) any instrumentdefect in title or any fraud or forgery in relation to any investments delivered to Cantor and or PSIL by or on your behalf or in relation to any instrument of transfer in relation to such investments (including any electronic instruction) purporting to transfer such investments. (v) the exercise by any CCP or any Market (including without limitation the London Stock Exchange (the "LSE") or Irish Stock Exchange (the "ISE")) of any of their rights or the application of their respective default rules; and (vi) the operation of any provision of the agreements entered into between PSIL, order Pershing Securities Limited, Pershing Limited and a CCP and/or the rules of the ISE and/or the LSE as required by the relevant CCP or Share certificate Market. You hereby acknowledge that Xxxxxx and PSIL and any related party shall not in any event be responsible and shall have no liability for any loss or damage (whether arising directly or indirectly), whether of profits, revenue or goodwill or any indirect or consequential losses (including loss of profit or loss or damage to business or reputation), liabilities, claims, expenses, awards, proceedings and costs, regardless of whether the possibility of such losses, damages, liabilities, claims, expenses, awards, proceedings and costs was disclosed to or could reasonably have been foreseen by Xxxxxx, PSIL or any related party and whether arising in contract, in tort (including negligence) or for representations made or otherwise as a result of or in connection with performance or non-performance of our obligations under these terms or in relation to the Advisory Service. You also hereby specifically acknowledge that Xxxxxx and PSIL and each related party shall not be responsible and shall have no liability whatsoever for any loss or damage (whether arising directly or indirectly) and whether arising in contract, in tort (including negligence) or otherwise arising: a) by reason of Xxxxxx relying on any instruction reasonably believed by it us to be genuine authorised by you or on your behalf and we shall be under no duty to be signed, countersigned make an investigation or executed by inquiry as to any duly authorized Officer statement contained in any such instruction or document and we may accept the same as conclusive evidence of the Fundtruth and accuracy of the statements contained therein; (vor b) as a result of any Certificate act or other instructions of an Officeromission, or resolution of the Fund's Boardinsolvency, of any credit institution, Eligible Third Party or Third Party Custody Provider that may hold your assets as provided for in paragraphs 6 and 7 (above); or c) by reason of or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claim, demand act or omission by you or any agent of yours as provided for in paragraph 1.A. above. Neither Cantor nor PSIL shall have liability for any circumstance which it may seek indemnification arise and shall not be responsible for any failure to provide any service if such circumstance or failure results wholly or partly from an event or state of affairs beyond the Fund hereunder. The Fund will be entitled to assume the defense control of Cantor or PSIL (including, without limitation any failure or defective performance of any suit brought communication, settlement, computer or accounting caused by PSIL’s negligence, fraud or wilful default. You agree that PSIL must have regard to enforce the generality of its business and that of its customer base, as well as to any such claimregulatory controls or decision or direction of a public authority in respect of any force majeure event or other event causing PSIL to operate the business continuity procedures. For the avoidance of doubt, demand neither PSIL nor any of its directors, employees or liability, and in such case, such defense will agents shall be conducted liable for any loss or damage sustained by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent you as a direct or indirect result of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity operation of the Transfer Agent hereunder will survive termination default rules of this Agreement for a period any exchange or clearing house or the provisions of six years and, any insolvency legislation with respect to the operation of the financial markets or rules made thereunder (and shall, in such circumstances, have no obligation to deliver cash or investments to any greater extent than those received by PSIL and, in the event of any shortfall, may in accordance with applicable law apportion cash or investments received between underlying clients of PSIL in such manner as PSIL may consider fair and equitable). The provisions of this paragraph 7 13 shall; (a) continue to apply notwithstanding the fact that Cantor or PSIL cease to provide services and shall be in addition to any other right of Article XIIIindemnity or claim of any Indemnified Person whether under these terms or otherwise and shall not be affected by any forbearance whether as to payment, for a period time, performance or otherwise; and (b) not entitle any Indemnified Person to be compensated or indemnified against the consequences to that Indemnified Person of six years after its own negligence, fraud or wilful default or any contravention by the end relevant Indemnified Person of any provision of the period of confidentiality provided thereunderapplicable law. In the event that you have a Contracts for Difference (CFD) exposure and you are on a margin call with the CFD provider and the position is not closed out or settled by the CFD provider (including due to insufficient funds), then Xxxxxx will have no liability for any losses incurred by you due to such non settlement or non closure.

Liability and Indemnity. 1. (a) The Transfer Agent limitations and exclusions in this Agreement shall be liable hereunder not apply in respect of claims for any loss, cost, expense personal injury or damage, including reasonable counsel fees, which result from the acts or omissions to act death caused by negligence of the Transfer Agentlndemnitees or the Licensee or in respect of fraud or fraudulent misrepresentation. (b) In respect of any damages or expenses of whatsoever nature and howsoever arising (including in contract, its agents tort, negligence or attorneys-in-fact, in for breach of this Agreement statutory duty or when such acts or omissions to act constitute negligence, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's feesmisrepresentation) in connection with any claim, demand use of the Licensed Technology or otherwise in connection with this Agreement or any relationships established by it: (I) the aggregate liability for of the lndemnitees and the Licensee shall be limited to the total income which it may seek indemnification CE has received from the Fund hereunderLicensee during the [####] preceding the year of the Term in which the liability arises or [####] whichever shall be the higher; and (II) in no circumstances shall the lndemnitees or Licensee be under any liability to each other (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any indirect, incidental or consequential losses including; I) pure economic loss, loss of profits, loss of business, loss of revenue, loss of contract, loss or depletion of goodwill and/or business opportunity, loss of anticipated earnings or savings or like loss; or II) loss of use or value of any data or software; or III) wasted management, operational or other time; or IV) any special, indirect or consequential losses. (c) Notwithstanding anything else in this Agreement the Licensee shall indemnify the lndemnitees in full against all demands, claims, judgements and liability (howsoever arising and whether in contract, tort, negligence or for breach of statutory duty or misrepresentation) for damages, costs, expenses or any other loss of whatsoever nature including damage to property, financial loss, personal injury and death, which is asserted in any claim or threatened claim by any third party (that is to say not any of the lndemnitees) against all or any of the lndemnitees and which relates to or arises from use by the Licensee or any Sub-Licensee or any end user of the whole or any part of the Licensed Technology. The Fund will be entitled indemnity also extends to assume the defense lndemnitees’ reasonable legal and professional fees and any reasonable expenses incurred in dealing with any such third party claim. Nothing in this sub-clause shall prevent the Licensee recovering from CE, (or setting off against sums otherwise due to CE under this Agreement), subject to the exclusions and limitations set out this Agreement, damages awarded by a competent court to the Licensee for default by CE of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by its contractual obligations under this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent hereunder will survive termination of this Agreement for a period of six years and, with respect to the provisions of paragraph 7 of Article XIII, for a period of six years after the end of the period of confidentiality provided thereunder.