Common use of Liability Indemnification Clause in Contracts

Liability Indemnification. (a) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided by Notwithstanding and in addition to any rights afforded the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or and any of their respective affiliatesits present or former partners, principals, managersshareholders, members, directors, officers, directors, employees, equity holders, employees or agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related PersonsCompany Indemnitees”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary), the provisions of this Section 10(a) Management Company shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend indemnify and hold harmless each Sub-Advisor Party Company Indemnitee from and against any and all lossesloss, claimsexpense or damage payable to a third party by such Company Indemnitee as a result of any claim, damagesaction or proceeding brought against a Company Indemnitee by such third party, obligationsincluding any judgment, penaltiesaward, actions, suits, judgments, liabilities, costs, and expenses (including, without limitationsettlement, reasonable attorneys’ fees and accountants’ fees, as well as other costs and or expenses incurred in connection with the defense of any actual or threatened such claim, action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of to the Fund, and such Losses were not found to have been the result of extent arising primarily from (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s material breach of this Agreement by the Management Company or (ii) any untrue statement fraud, bad faith or gross negligence of the Management Company or any Management Company Indemnitee (as defined below). (b) Notwithstanding and in addition to any rights afforded the Management Company and any of its present or former partners, shareholders, members, directors, officers, employees or agents (collectively, the “Management Company Indemnitees”), the Company shall indemnify and hold harmless each Management Company Indemnitee from and against any loss, expense or damage payable to a material fact contained third party by such Management Company Indemnitee as a result of any claim, action or proceeding brought against a Management Company Indemnitee by such third party, including any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in any registration statementconnection with the defense of such claim, proxy materialsaction or proceeding, reports, advertisements, sales literature, or other materials pertaining to the Fund or extent arising from the omission to state therein a material fact Management Company’s performance of the Management Services; provided, however, that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished Company shall have no indemnification obligations hereunder to the Advisor extent such loss, expense or damage results primarily from the Fund material breach of this Agreement by the Sub-Advisor for use thereinManagement Company or fraud, bad faith or gross negligence of the Management Company or any Management Company Indemnitee. (c) Except If any Management Company Indemnitee or Company Indemnitee (each, an “Indemnitee”) learns of a third party claim for which it intends to seek indemnification hereunder, then such Indemnitee shall give prompt written notice thereof to the indemnifying party and shall permit the indemnifying party to defend and/or settle such third party claim, so long as may otherwise be provided it does so diligently and in good faith; provided, that any delay in providing such notice shall not limit the rights of indemnification of such Indemnitee under this Agreement except to the extent such delay prejudices the indemnifying party’s ability to defend such claim. If determined by the Investment Company Act indemnifying party, any such indemnification may be paid by the indemnifying party in advance of the final disposition of any such action, proceeding or any other Applicable law, claim upon receipt of an undertaking by or on behalf of such Indemnitee seeking advancement to repay the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor amount advanced should it ultimately be determined that such Indemnitee was required not entitled to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinindemnified hereunder. (d) The foregoing provisions for indemnification shall be in addition toNOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, and shall in no respect limit or restrict(i) NEITHER PARTY SHALL HAVE ANY LIABILITY FOR CONSEQUENTIAL, any other remedies which may be available to a party under this AgreementPUNITIVE, at lawINDIRECT, in equity or otherwise in connection with any breach of this AgreementSPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES, TO THE OTHER PARTY (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), ARISING OUT OF OR IN CONNECTION HEREWITH OR THE PERFORMANCE BY THE MANAGEMENT COMPANY OF THE SERVICES, AND (ii) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE MANAGEMENT COMPANY UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT PAID BY THE COMPANY TO THE MANAGEMENT COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE ALLEGED DAMAGES.

Liability Indemnification. (a) Except as may otherwise be provided by The Fund agrees to indemnify, defend and hold the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of Distributor and its affiliates and their respective affiliates, principals, managers, members, officers, directors, employees, equity holdersagents, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend controlling persons free and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damagesdemands, obligations, penalties, actions, suits, judgments, liabilities, costs, liabilities and reasonable expenses (includingincluding the cost of investigating or defending such claims, without limitationdemands or liabilities and any reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable attorneys’ and accountants’ fees, as well as other costs and expenses counsel fees incurred in connection with therewith) which the defense of Distributor and its affiliates and their respective officers, directors, employees, agents, representatives and/or any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result controlling person may incur arising out of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of based upon (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a any material fact that was required to be stated therein or necessary in order to make the statements therein not misleading, if misleading contained in the Registration Statement or other Offering Documents (except to the extent such untrue statement or omission was made in reliance upon on and in conformity with information furnished provided in writing to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, by the AdvisorDistributor for inclusion in the Registration Statement or other Offering Documents); (ii) any material breach by the Fund of any provision of this Agreement including any representation, and their respective principalswarranty, members, partners, shareholders, managers, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Fund or its officers, directors, employees, agentsagents (other than the Distributor), or representatives; (iv) any actions of the Fund and its officers, directors, employees and agents (other than the Distributor) or representatives relating to the sale of Units, including but not limited to any statements or representations, written or oral, concerning the Fund that such a party makes to the Distributor and its agents and representatives; (v) the action of the Fund and its employees and agents relating to the Fund's processing of Subscription Agreements and the servicing of customer accounts; or (vi) any act or omission made in respect of its function as Distributor; provided, however, that, in no event shall anything herein be so construed as to protect the Distributor against any liability to which the Distributor would otherwise be subject by reason of its gross negligence, willful misfeasance or bad faith or reckless disregard of its obligations and duties under this Agreement, or violation of any applicable law by the Distributor in connection with the distribution of Units. The Fund's agreement to indemnify the Distributor, and other applicable representatives indemnities as aforesaid is expressly conditional upon the Fund being promptly notified of any action brought against the Distributor, such as notification to be given by letter or facsimile addressed to the Fund at the address set forth in this Agreement or other address communicated to the Distributor in writing (collectivelybut only to the extent that the Fund is prejudiced by the failure to give prompt notice), and further conditional upon the “Distributor reasonably cooperating with the Fund Parties”with respect to any claim or demand for which the Distributor seeks indemnity and promptly defending such claims if the Fund reasonably requests. In addition, any determination by the Fund under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund agrees to promptly notify the Distributor of the commencement of any litigation proceedings against the Fund, or any of its officers or directors in connection with the issue and sale of any Units. (b) The Distributor agrees to indemnify, defend and hold the Fund and its controlling persons free and harmless from and against any and all Losses suffered claims, demands, liabilities and reasonable expenses (including the cost of investigating or sustained defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which such party may incur, but only to the extent that such liability or expense incurred by Fund Parties as such party resulting from such claims or demands shall arise out of or be based upon the result of (i) any Sub-Advisor Party’s fraudDistributor's gross negligence, gross negligence willful misfeasance, bad faith or willful misconduct in the performance or non-performance reckless disregard of its obligations and duties under this Agreement or violation by the Distributor of any applicable law in connection with the distribution of Units. The Distributor's agreement to indemnify such party as aforesaid is expressly conditional upon the Distributor being promptly notified of any action brought against such party, such notification to be given by letter or facsimile addressed to the Distributor at its address set forth herein or other address communicated to the Fund in writing (but only to the extent that the Distributor is prejudiced by the failure to give prompt notice), and further conditional upon such party reasonably cooperating with the Distributor with respect to any claim or demand for which any of such party seeks indemnity and promptly defending such claim if the Sub-Advisor’s breach Distributor reasonably requests. (c) If recovery is not available under the foregoing indemnification provisions of this Agreement Section 6 for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution toward the amount paid or payable by such indemnified party as a result of the liabilities, claims, costs (including attorneys fees and expenses), damages and expenses referred to in Subsection (a) or (iib) above. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the relative benefits received by each party from the offering of the Units, the parties' relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any untrue statement of a material fact contained in or omission, and any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to equitable considerations appropriate under the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereincircumstances. (d) The foregoing provisions Promptly after receipt by either party of notice of any claim or the commencement of any action or proceeding with respect to which such party may be entitled to be indemnified hereunder, the party claiming indemnification (the "Indemnified Party") will notify the other party (the "Indemnifying Party") in writing of such a claim or the commencement of such action or proceedings, and the Indemnifying Party will assume the defense of such action or proceeding and will employ counsel satisfactory to the Indemnified Party and will pay the fees and expenses of such counsel as incurred. Notwithstanding the proceeding sentence, the Indemnified Party will be entitled to employ counsel separate from the Indemnifying Party's counsel and from any other party in such action if the Indemnified Party determines that a conflict of interest exists which makes counsel chosen by the Indemnifying Party not advisable or if the Indemnified Party reasonably determines that the Indemnifying Party's assumption of the defense does not adequately represent the Indemnified Party's interest. In such event the Indemnifying Party will pay the fees and disbursements of such separate counsel, but in no event shall the Indemnifying Party be liable for indemnification shall be the fees and expenses of more than one counsel (in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise local counsel) for the Indemnified Party in connection with any breach one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. (e) The Indemnifying Party agrees that it will not, without prior written consent of the Indemnified Party, settle any pending or threatened claim or proceeding related to or arising out of such engagement or transaction or conduct in connection therewith (whether or not the Indemnified Party is a party to such claim or proceeding) unless such settlement includes a provision unconditionally releasing the Indemnified Party from and holding the Indemnified Party harmless against all liability in respect of claims by any releasing party related to or arising out of such engagement or any transaction or conduct in connection therewith. The Indemnifying Party will also promptly reimburse the Indemnified Party for all reasonable expenses (including counsel fees) as they are incurred by the Indemnified Party in connection with investigating, preparing or defending, or providing evidence in, any pending or threatened claim or proceeding in respect of which indemnification may be sough hereunder (whether or not the Indemnified Party is a party to such claim or proceeding) or in enforcing this Agreement. (f) The provisions of this Section 6 shall survive termination of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided To the fullest extent permitted by the Investment Company Act or any other Applicable law, none Lessor shall and does hereby agree to indemnify, protect, defend with counsel approved by Lessee, and hold harmless Lessee and The University of the Sub-Advisor Parties shall be liableTexas System, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of and their respective affiliatesaffiliated enterprises, principals, managers, membersregents, officers, directors, attorneys, employees, equity holders, representatives and agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the collectively “Fund and its Related PersonsIndemnitees”) from and against all damages, losses, liens, causes of action, suits, judgments, expenses (including reasonable attorneys’ fees), and other claims of any nature, kind, or to third parties description (collectively “Claims”) by any person or entity, arising out of, caused by, or resulting from Lessor’s performance under this Agreement for Purchase Order and which are caused in whole or in part by any act or negligent act, negligent omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance of Lessor, anyone directly or non-performance of its duties to the Fund indirectly employed by Lessor or the Sub-Advisor’s breach of this Agreementanyone for whose acts Lessor may be liable. Notwithstanding any of the foregoing to the contrary, the The provisions of this Section 10(a) shall not be construed so as to relieve (eliminate or attempt to relieve) the Sub-Advisor of reduce any liability to the extent that such liability may not be waived, modified other indemnification or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted right which any Indemnitee has by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable lawIn addition, the Fund Lessor shall and does hereby agree to indemnify, protect, defend with counsel approved by Lessee, and hold harmless each Sub-Advisor Party Indemnitees from and against all claims arising from infringement or alleged infringement of any patent, copyright, trademark or other proprietary interest arising by or out of the performance of services or the provision of goods by Lessor pursuant to this Purchase Order, or the use by Lessor, or by Indemnitees at the direction of Lessor, of any article or material; provided, that, upon becoming aware of a suit or threat of suit for such infringement, Lessee shall promptly notify Lessor and Lessor shall be given full opportunity to negotiate a settlement. Lessor does not warrant against infringement by reason of Lessee’s design of articles or the use thereof in combination with other materials or in the operation of any process. In the event of litigation, Lessee agrees to cooperate reasonably with Lessor and all parties shall be entitled, in connection with any such litigation, to be represented by counsel at their own expense. (c) To the extent authorized by the laws and constitution of the State of Texas, Lessee shall and does hereby agree to indemnify and hold harmless Lessor and its officers, directors, attorneys, employees, representatives and agents (collectively, the “Lessor Indemnitees”) from and against all damages, losses, claimsliens, damages, obligations, penalties, actionscauses of action, suits, judgments, liabilities, costs, and expenses (including, without limitationto the extent authorized by the laws and constitution of the State of Texas, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents), and other applicable representatives (collectivelyclaims of any nature, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literaturekind, or other materials pertaining description by any person or entity, arising out of, caused by, or resulting from Lessee’s performance under this Purchase Order and which are caused in whole or in part by any negligent act or negligent omission of Lessee or its employees for which Lessee's sovereign immunity from liability has been waived under Section 101.021 of the Texas Civil Practice and Remedies Code, as it may be amended from time to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereintime. (d) The foregoing provisions for indemnification indemnities contained herein shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach survive the termination of this AgreementPurchase Order for any reason whatsoever.

Liability Indemnification. (a) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund 5.8.1 Each Member and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the AdvisorAffiliates, and their respective principalspartners, members, partners, shareholders, managersother principals, directors, officers, directors, employees, agents, agents and other applicable representatives (collectively, the “Fund Managing Parties”) shall not be liable, responsible or accountable, in damages or otherwise, to any other Member or to the Company for any act performed by them within the scope of the authority conferred upon them by this Agreement, except for fraud, willful misconduct or gross negligence. The Company shall, out of Company assets (but not the assets of any Members), indemnify and hold the Managing Parties harmless for any act performed by them within the scope of the authority conferred upon them, except for (i) fraud; (ii) willful misconduct; (iii) gross negligence; or (iv) acts or omissions which are beyond the scope of its authority hereunder (and which were taken without a good faith belief the same were within such scope of authority hereunder). Except to the extent that any Member incurs loss or damage caused by the act or omissions under clauses (i) through (iv) above, the Company shall, out of Company assets (but not the assets of any Members), indemnify and hold the Managing Parties harmless from and against any personal loss or damage incurred by them arising from any act performed by them for and all Losses suffered on behalf of the Company or sustained by Fund Parties as arising out of any business of the result of Company. 5.8.2 An indemnitee (ian “Indemnitee”) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary who desires to make a Claim against an indemnitor (an “Indemnitor”) under this Section 5.8 shall notify the statements therein not misleadingIndemnitor of the claim, if demand, action or right of action which is the basis of such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. Claim within twenty (d20) The foregoing provisions for indemnification shall be in addition tocalendar days of discovering such claim, and shall give the Indemnitor a reasonable opportunity to participate in no respect limit or restrictthe defense thereof. Failure to give such notice shall not affect the Indemnitor’s obligations hereunder, except to the extent of any other remedies actual prejudice resulting therefrom. Any cash distributions to which may the Indemnitor would otherwise be available to a party entitled under this AgreementAgreement shall be reduced by any amounts the Indemnitor is required to pay pursuant to this Section 5.8, at lawand instead shall be paid to the Indemnitee entitled to indemnity, in equity or otherwise in connection with any breach up to the full amount of this Agreementthe indemnity obligation.

Liability Indemnification. (a) Except as may otherwise be provided by the Investment Company Act or In no event shall either SWS have any other Applicable lawliability, none of the Sub-Advisor Parties shall be liablewhether based on contract, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses tort (including, without limitation, reasonable attorneys’ and accountants’ feesnegligence), as well as warranty or any other costs and expenses incurred in connection with legal or equitable grounds, for any punitive, consequential, special, indirect or incidental loss or damage suffered by Westwood arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf party providing the services hereunder is advised of the Fund, and possibility of such Losses were losses or damages. (b) The limitations set forth in Section 6(a) above shall not found apply to have been liabilities that may arise as the result of (i) such Sub-Advisor Party’s fraudwillful misconduct, gross negligence negligence, fraud or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or party providing the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinservices hereunder. (c) Except as may otherwise be provided by Each party hereto (the Investment Company Act or any "Indemnifying Party") shall indemnify and defend the other Applicable law, the Sub-Advisor shall indemnify, defend party and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managersits directors, officers, directors, employees, agents, employees and other applicable representatives (collectively, the “Fund Parties”"Indemnified Party") from and against any and all Losses suffered claim, loss, cost, damage, liability and expense, including reasonable counsel fees, incurred by the Indemnified Party resulting from the Indemnifying Party's gross negligence, willful misconduct, fraud or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (iiAgreement. If for any reason the indemnification provided for in this Section 6(c) is unavailable to any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literatureIndemnified Party, or other materials pertaining insufficient to hold it harmless, then the Indemnifying Party shall contribute to the Fund amount paid or the omission payable by such Indemnified Party as a result of such claim, loss, cost, damage, liability and expense in such proportion as is appropriate to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinreflect all relevant equitable considerations. (d) The foregoing provisions for Any indemnification claim arising under this Agreement shall be resolved in addition to, accordance with Sections 3.4 and 3.5 of the Distribution Agreement. (e) The indemnification obligations set forth under Sections 6(c) and 6(d) shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach terminate two years after the date of this Agreement; provided, however, such obligations shall not terminate with respect to any claim for indemnification or contribution or with respect to which notice is delivered to the Indemnifying Party in accordance with Section 3.4 of the Distribution Agreement prior to the date of termination.

Liability Indemnification. (a) Except as may otherwise be provided by The Company agrees that the Investment Company Act Escrow Agent assumes no liability for and is expressly released from any claim or any other Applicable law, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred claims whatsoever in connection with the defense receipt, retention and delivery of the Shares except to account for payment and/or delivery made thereon. Deposit by the Escrow Agent of the Shares (less its charges and expenses incurred herein) comprising this escrow in court shall relieve Escrow Agent of all further responsibility and liability, and Escrow Agent is hereby expressly authorized to disregard in its sole discretion any and all notices or warnings given by any of the parties hereto, or by any other person or corporation, but the Escrow Agent is hereby expressly authorized to regard and to comply with and obey any and all orders, judgments or decrees entered or issued by any court with or without jurisdiction, and in case Escrow Agent obeys or complies with any such order, judgment or decree of any actual court it shall not be liable to the Company or threatened action to any other person, firm or proceeding) and amounts paid in settlement corporation by reason of such compliance, notwithstanding that any such order, judgment or decree has been entered without jurisdiction or has been subsequently reversed, modified, annulled, set aside or vacated. In case of any claims (collectivelysuit or proceeding regarding this escrow to which the Escrow Agent is or may be at any time a party, “Losses”) suffered it shall have a lien on the Shares for any and all cost, attorneys’ fees, whether such attorneys shall be regularly retained or sustained by such Sub-Advisor Party as a result of specially employed and other expenses that it may have incurred or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise become liable for on behalf of the Fundaccount thereof, and such Losses were the Company agrees to indemnify and hold harmless Escrow Agent from all loss, costs or damages incurred, including, but not found to have been the result of (i) such Sub-Advisor Party’s fraudlimited to, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach attorneys’ fees, by reason of this Agreement or the subject matter hereof or any cause of action that may be filed in connection therewith and to pay the Escrow Agent, upon demand, all such costs, fees and expenses so incurred. In the event that (iia) the Escrow Agent performs any service not specifically provided hereinabove, or (b) there is any assignment or attachment of any interest in the subject matter of this escrow or any modification thereof, or (c) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literaturecontroversy arises hereunder, or other materials (d) the Escrow Agent is made a party to, or intervenes in, any litigation pertaining to the Fund Shares or the omission subject matter hereof, Escrow Agent shall be reasonably compensated therefor and reimbursed for all costs and expenses occasioned thereby; and the Company agrees to state therein a material fact pay the same and to indemnify Escrow Agent against any loss, liability, or expense incurred in any act or thing done by it hereunder, it being understood and agreed that was required to be stated therein or necessary to make Escrow Agent may interplead the statements therein not misleadingsubject matter of this escrow into any court of competent jurisdiction in Dallas County, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the AdvisorTexas, and their respective principalsthe act of such interpleader shall immediately relieve Escrow Agent of its duties, members, partners, shareholders, managers, officers, directors, employees, agentsliabilities, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinresponsibilities hereunder. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided a. To the fullest extent permitted by the Investment Company Act or any other Applicable relevant law, none of the Sub-Advisor Parties and its affiliates and their respective members, partners, officers, employees, and controlling persons (collectively, "Sub-Advisor Covered Persons") shall not be liableliable to any person (including the Account, responsible or accountable in damages or otherwise to the Fund, the AdvisorTrust, the Board, or the Advisor or any of their respective affiliates, principalsmembers, managers, memberspartners, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees controlling persons (collectively, the “Fund and its Related Persons”each a "Covered Person")) or to third parties under this Agreement for any expenses, losses, damages, liabilities, demands, charges, and claims of any kind or nature whatsoever (including any reasonable attorneys' fees, expenses, and costs; and expenses relating to investigating or defending any demands, charges, and claims) (collectively "Losses") arising from or relating to any act performed or omission made by any person in connection with the Agreement (including in connection with making any investment decisions), except to the extent that such Losses have been determined by a court of competent jurisdiction in a final judgment on the merits to be the direct result of and primarily attributable to an act or omission performed or omitted by such of the Sub-Advisor Party under during the term of this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or that constitutes (i) the Sub-Advisor’s breach 's willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties under this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) a material violation by the Sub-Advisor of any liability to the extent that such liability may not be waived, modified Investment Guidelines or limited relevant Federal Securities Laws (as defined under applicable law, but shall be construed so as to effectuate the provisions Rule 38a-1 of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act Act) (collectively, "Culpable Conduct"). Without limiting the generality of the foregoing, no Sub-Advisor Covered Person shall be liable for any indirect, special, incidental, consequential damages, or other similar Losses (regardless of whether such Losses were reasonably foreseeable) (collectively, "Special Damages"). b. The Sub-Advisor shall indemnify and hold harmless each Covered Person against any and all direct Losses (other Applicable law, than Special Damages) incurred by a Covered Person that have been determined by a court of competent jurisdiction in a final judgment on the Fund merits to be the direct result of and primarily attributable to an act or omission of the Sub-Advisor that constitutes Culpable Conduct. c. The Advisor and the Trust shall indemnify, defend jointly and severally indemnify and hold harmless each Sub-Advisor Party from and Covered Person against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses direct Losses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses than Special Damages) incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such a Sub-Advisor Party as Covered Person that have been determined by a court of competent jurisdiction in a final judgment on the merits to be the direct result of or in connection with any and primarily attributable to an act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the FundAdvisor, and such Losses were not found to have been the result of Trust, or the Board that constitutes (i) such Sub-Advisor Party’s fraud, gross negligence a material violation of any Applicable Law or willful misconduct in any policy of the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement Board; or (ii) any untrue statement of a material fact contained in any registration statementthe Advisor's or the Trust's (including the Board's) willful misfeasance, proxy materialsbad faith, reports, advertisements, sales literaturegross negligence, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinreckless disregard of its obligations and duties under this Agreement. (c) Except as may otherwise be provided by d. The Advisor and the Investment Company Act or any other Applicable law, the Sub-Advisor Trust shall indemnify, defend jointly and severally indemnify and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives each Sub-Adviser Covered Person (collectively, the “Fund Parties”as defined herein) from and against any and all Losses suffered or sustained by Fund Parties (other than Special Damages) incurred in connection with any Failed Trade (as the result of (i) any Sub-Advisor Party’s frauddefined below), gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known subject to the Sub-Advisor Adviser being obligated to use commercially reasonable efforts to mitigate any Losses associated with a Trade Fail Action. For purposes of this provision, a "Failed Trade" means any transaction initiated by the Sub- Adviser in compliance with this Agreement that was required fails to be stated therein executed or necessary to make the statements therein not misleading, if such statement settled as a result of any action or omission was made in reliance upon information furnished to instruction by the Advisor or the Fund by the Sub-Advisor for use thereinBoard. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided by the Investment Company Act or any other Applicable lawLaw, none of the Sub-Advisor Adviser Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the AdvisorAdviser, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Adviser Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Adviser Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-AdvisorAdviser’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor Adviser of any liability to the extent that such liability may not be waived, modified or limited under applicable lawApplicable Law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable lawLaw, the Fund and, if the Fund is not able to do so in whole or in part or does not do so in a reasonable period of time, the Adviser, shall indemnify, defend and hold harmless each Sub-Advisor Adviser Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Adviser Party as a result of or in connection with any act or omission by such Sub-Advisor Adviser Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Adviser Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-AdvisorAdviser’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statementRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Advisor Adviser or the Fund by the Sub-Advisor Adviser for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable lawLaw, the Sub-Advisor Adviser shall indemnify, defend and hold harmless the Fund, the AdvisorAdviser, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Adviser Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-AdvisorAdviser’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statementRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Advisor Adviser or the Fund by the Sub-Advisor Adviser for use therein. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement. (e) In the event that one party has an indemnification claim (the “Indemnified Party”) against the party required to provide indemnification (the “Indemnifying Party”) that does not involve a claim being asserted against or sought to be collected by a third party (a “Direct Claim”), the Indemnified Party shall give the Indemnifying Party written notice setting forth in reasonable specificity the nature of the Direct Claim and an estimate of damages directly related to Indemnified Losses in respect of the claim to the extent known (a “Claim Notice”), but the failure to provide such Claim Notice will not prejudice the Indemnified Party’s right to indemnification, except to the extent that the Indemnifying Party is materially prejudiced as a result of the failure to give notice. The Indemnifying Party shall have thirty (30) days after its receipt of such Claim Notice to respond in writing to the Direct Claim. If the Indemnifying Party objects to a Direct Claim, the parties shall attempt in good faith to agree upon the rights of the parties with respect to the Direct Claim. If the parties cannot resolve any dispute, then either party may initiate any remedy available to it under this Agreement or Applicable Law. In the case of any claim asserted by a third party against an Indemnified Party, a Claim Notice shall be given by the Indemnified Party to the Indemnifying Party promptly after the Indemnified Party becomes aware of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of the Indemnifying Party) to assume the defense of any claim or any action, cause of action, claim, demand, charge, suit, proceeding, arbitration, mediation, audit, citation, summons, subpoena, hearing, inquiry, examination, or investigation or other litigation of any nature, civil, criminal, administrative, regulatory, or otherwise, in law, in equity, or otherwise (“Litigation”) resulting therefrom, provided, that: (a) counsel for the Indemnifying Party who shall conduct the defense of such claim or Litigation shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense; and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such Indemnifying Party is materially prejudiced as a result of the failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or Litigation, shall consent to entry of any judgment or enter into any settlement or compromise, except that, solely with respect to claims asserted by third parties against the Adviser and/or the Sub-Adviser, the Indemnifying Party may settle (1) if the Indemnifying Party pays the amount necessary to satisfy any pecuniary terms of a settlement or compromise, (2) the settlement does not include any injunctive relief or admission of misconduct or wrongdoing by the Indemnified Party or its Affiliates and (3) the settlement releases the Indemnified Party completely in connection with the claim or Litigation. In the event that, in connection with a third-party claim, the Indemnified Party, based in each instance on the reasonable advice of outside counsel, reasonably concludes that there are material defenses available to it that are different or additional to those available to the Indemnifying Party or that the interests of the Indemnified Party may be reasonably deemed to conflict with those of the Indemnifying Party, then, the Indemnified Party shall have the right to select one separate counsel reasonably satisfactory to the Indemnifying Party and with that counsel participate in the Indemnifying Party’s defense of the third-party claim or Litigation, with the reasonable and documented fees and expenses of such one counsel to be reimbursed by the Indemnifying Party to the extent that they relate to such third-party claim. In addition, the Indemnifying Party will not have the right to assume control of such defense and will pay the reasonable and documented costs and expenses of one outside legal counsel, plus any applicable reasonably necessary local counsel, retained by the Indemnified Party (to the extent the Indemnifying Party is required to indemnify the Indemnified Party) if the claim: (x) primarily seeks non-monetary relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages); or (y) involves criminal allegations. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or Litigation, provided, that: (i) the Indemnified Party shall not settle any such claim or Litigation without the prior written consent of the Indemnifying Party unless, solely with respect to claims asserted by third parties against the Adviser and/or the Sub-Adviser, the Indemnifying Party has no liability (monetary or otherwise) in connection therewith; and (ii) the Indemnifying Party shall only be required to pay for the reasonable and documented fees and expenses of one counsel on behalf of the Indemnified Party. For the avoidance of doubt, no Indemnifying Party may settle any claim or Litigation on behalf of the Fund without the consent of the Fund. (f) No party will be liable to another party for consequential damages under any provision of this Agreement. (g) It is acknowledged and agreed that Section 10 is intended to be for the benefit of the persons and entities covered thereby, and may be enforceable by such parties.

Liability Indemnification. (a) Except as may otherwise be to the extent provided by the Investment Company Act or in Sections 8(b) and 8(c) below, nothing in this Agreement is intended to impose upon Tyson, and Tyson does not assume pursuant to this Agreement, any other Applicable law, none of the Sub-Advisor Parties risks associated with operation of the Business after the date hereof, including, without limitation, product quality and liability therefor. Except as provided elsewhere in this Section 8 or in Section 3 hereof, neither party shall be liable, responsible or accountable in damages or otherwise have any liability to the Fundother party for any Losses (as defined in Section 8(d) below) incurred by such other party in connection with this Agreement or the performance of either party's obligations hereunder, the Advisorwhether such claim of liability arises in an action at law or in equity, and whether such claim sounds in contract or any of their respective affiliatestort or otherwise. (b) Buyer agrees to indemnify, principals, managers, members, defend and hold harmless Tyson and its officers, directors, employeesshareholders, equity holderscontrolling persons, agents affiliates and representatives (the "Tyson Indemnitees"), and each of them, from, against, for and in respect of any and all Losses suffered or other applicable representatives incurred by a Tyson Indemnitee and resulting from, based upon or any arising out of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties provision of Services under this Agreement for Agreement, other than Losses resulting from, based upon or arising out of any act or omission performed or omitted by such Sub-Advisor Party under intentional breach of this Agreement by Tyson or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct of Tyson in connection with the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of obligations under this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (bc) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall Tyson agrees to indemnify, defend and hold harmless Buyer and its officers, directors, shareholders, controlling persons, affiliates and representatives (the "Buyer Indemnitees"), and each Sub-Advisor Party from of them, from, against, for and against in respect of any and all lossesLosses suffered or incurred by a Buyer Indemnitee and resulting from, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense based upon or arising out of any actual or threatened action or proceeding) and amounts paid in settlement intentional breach of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement by Tyson or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct of Tyson in connection with the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of obligations under this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinAgreement. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under For purposes of this Agreement, at lawa "Loss" shall mean any action, suit, proceeding, claim, cost, damage, expense, liability, loss or obligation, including but not limited to, interest or carrying costs, penalties, legal, accounting and other professional fees and expenses incurred in equity the collection, prosecution and defense of actions or otherwise claims and amounts paid in connection with any breach settlement pursuant to the terms of this Agreement, that may be imposed or otherwise incurred or suffered by the specified person (but a "Loss" shall not include consequential, speculative or punitive damages unless asserted by a third party).

Liability Indemnification. (a) Except as may otherwise be provided by The Fund agrees to indemnify, defend and hold the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of Distributor and its affiliates and their respective affiliates, principals, managers, members, officers, directors, employees, equity holdersagents, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend controlling persons free and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damagesdemands, obligations, penalties, actions, suits, judgments, liabilities, costs, liabilities and reasonable expenses (includingincluding the cost of investigating or defending such claims, without limitationdemands or liabilities and any reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable attorneys’ and accountants’ fees, as well as other costs and expenses counsel fees incurred in connection with therewith) which the defense of Distributor and its affiliates and their respective officers, directors, employees, agents, representatives and/or any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result controlling person may incur arising out of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of based upon (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a any material fact that was required to be stated therein or necessary in order to make the statements therein not misleading, if misleading contained in the Registration Statement or other Offering Documents (except to the extent such untrue statement or omission was made in reliance upon on and in conformity with information furnished provided in writing to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, by the AdvisorDistributor for inclusion in the Registration Statement or other Offering Documents); (ii) any material breach by the Fund of any provision of this Agreement including any representation, and their respective principalswarranty, members, partners, shareholders, managers, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Fund or its officers, directors, employees, agentsagents (other than the Distributor), or representatives; (iv) any actions of the Fund and its officers, directors, employees and agents (other than the Distributor) or representatives relating to the sale of Units, including but not limited to any statements or representations, written or oral, concerning the Fund that such a party makes to the Distributor and its agents and representatives; (v) the action of the Fund and its employees and agents relating to the Fund's processing of Subscription Agreements and the servicing of customer accounts; or (vi) any act or omission made in respect of its function as Distributor; provided, however, that, in no event shall anything herein be so construed as to protect the Distributor against any liability to which the Distributor would otherwise be subject by reason of its gross negligence, willful misfeasance or bad faith or reckless disregard of its obligations and duties under this Agreement, or violation of any applicable law by the Distributor in connection with the distribution of Units. The Funds' agreement to indemnify the Distributor, and other applicable representatives indemnities as aforesaid is expressly conditional upon the Fund being promptly notified of any action brought against the Distributor, such as notification to be given by letter or facsimile addressed to the Fund at the address set forth in this Agreement or other address communicated to the Distributor in writing (collectivelybut only to the extent that the Fund is prejudiced by the failure to give prompt notice), and further conditional upon the “Distributor reasonably cooperating with the Fund Parties”with respect to any claim or demand for which the Distributor seeks indemnity and promptly defending such claims if the Fund reasonably requests. In addition, any determination by the Fund under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund agrees to promptly notify the Distributor of the commencement of any litigation proceedings against the Fund, or any of its officers or directors in connection with the issue and sale of any Units. (b) The Distributor agrees to indemnify, defend and hold each Fund and its controlling persons free and harmless from and against any and all Losses suffered claims, demands, liabilities and reasonable expenses (including the cost of investigating or sustained defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which such party may incur, only to the extent that such liability or expense incurred by such party resulting from such claims or demands shall arise out of or be based upon the Distributor's gross negligence, willful misfeasance, bad faith or reckless disregard of its obligations and duties under this Agreement or violation by the Distributor of any applicable law in connection with the distribution of Units, and to the extent that such liability or expense incurred by the Fund Parties as the result and its controlling persons resulting from such claims or demands shall arise out of or be based upon (ia) any Sub-Advisor Party’s fraudsales literature, gross negligence advertisements, information, statements or willful misconduct in representations issued or made by the performance or non-performance Distributor without the prior written consent of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or its agent, (iib) any untrue or alleged untrue statement of a material fact contained in information furnished in writing by the Distributor to a Fund specifically for use in the Registration Statement relating to such Fund, (c) any registration statement, proxy materials, reports, advertisements, sales literature, omission or other materials pertaining to the Fund or the alleged omission to state therein a material fact known to the Sub-Advisor that was in connection with such information required to be stated therein or necessary to make such information not misleading or (d) the statements therein breach by the Distributor of this Agreement. The Distributor's agreement to indemnify such party as aforesaid is expressly conditional upon the Distributor being promptly notified of any action brought against such party, such notification to be given by letter or facsimile addressed to the Distributor at its address set forth herein or other address communicated to the Fund in writing (but only to the extent that the Distributor is prejudiced by the failure to give prompt notice), and further conditional upon such party reasonably cooperating with the Distributor with respect to any claim or demand for which any of such party seeks indemnity and promptly defending such claim if the Distributor reasonably requests. (c) If recovery is not misleadingavailable under the foregoing indemnification provisions of this Section 6 for any reason other than as specified therein, if the parties entitled to indemnification by the terms thereof shall be entitled to contribution toward the amount paid or payable by such indemnified party as a result of the liabilities, claims, costs (including attorneys fees and expenses), damages and expenses referred to in Subsection (a) or (b) above. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the relative benefits received by each party from the offering of the Units, the parties' relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any untrue statement or omission was made in reliance upon information furnished to omission, and any other equitable considerations appropriate under the Advisor or the Fund by the Sub-Advisor for use thereincircumstances. (d) The foregoing provisions Promptly after receipt by either party of notice of any claim or the commencement of any action or proceeding with respect to which such party may be entitled to be indemnified hereunder, the party claiming indemnification (the "Indemnified Party") will notify the other party (the "Indemnifying Party") in writing of such a claim or the commencement of such action or proceedings, and the Indemnifying Party will assume the defense of such action or proceeding and will employ counsel satisfactory to the Indemnified Party and will pay the fees and expenses of such counsel as incurred. Notwithstanding the proceeding sentence, the Indemnified Party will be entitled to employ counsel separate from the Indemnifying Party's counsel and from any other party in such action if the Indemnified Party determines that a conflict of interest exists which makes counsel chosen by the Indemnifying Party not advisable or if the Indemnified Party reasonably determines that the Indemnifying Party's assumption of the defense does not adequately represent the Indemnified Party's interest. In such event the Indemnifying Party will pay the fees and disbursements of such separate counsel, but in no event shall the Indemnifying Party be liable for indemnification shall be the fees and expenses of more than one counsel (in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise local counsel) for the Indemnified Party in connection with any breach one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. (e) The Indemnifying Party agrees that it will not, without prior written consent of the Indemnified Party, settle any pending or threatened claim or proceeding related to or arising out of such engagement or transaction or conduct in connection therewith (whether or not the Indemnified Party is a party to such claim or proceeding) unless such settlement includes a provision unconditionally releasing the Indemnified Party from and holding the Indemnified Party harmless against all liability in respect of claims by any releasing party related to or arising out of such engagement or any transaction or conduct in connection therewith. The Indemnifying Party will also promptly reimburse the Indemnified Party for all reasonable expenses (including counsel fees) as they are incurred by the Indemnified Party in connection with investigating, preparing or defending, or providing evidence in, any pending or threatened claim or proceeding in respect of which indemnification may be sough hereunder (whether or not the Indemnified Party is a party to such claim or proceeding) or in enforcing this Agreement. (f) The provisions of this Section 6 shall survive termination of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided by the Investment Company Act or any other Applicable lawURI agrees to indemnify, none exonerate and hold RCFM and each of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their its respective affiliates, principals, managers, members, officers, directors, employees, equity holdersor agents (the Indemnified Parties) free and harmless from any and all actions, agents causes of action, suits, claims, liabilities, losses, damages, claims, costs and expenses (including any expense relating to enforcement of rights and obligations hereunder and reasonable attorneys’ fees and expenses incurred in connection with the investigation, settlement and/or defense thereof, including in respect of third party claims), awards or settlements suffered or incurred by an Indemnified Party. For the avoidance of doubt, such indemnification shall not be deemed to include any diminution in value of the investment by RCFM’s affiliated investment funds, directly or indirectly, in the Company, and such indemnification shall apply after the date of this Agreement and arising out of, resulting from, or relating: a. This Agreement or the Services provided hereunder; or b. Any advice or other services provided by RCFM to URI after or on the date hereof, Provided that: c. URI will only be required to indemnify, exonerate and hold such Indemnified Party free and harmless from such Losses to the extent that such Losses are attributable to the actions or omissions of URI; and d. The indemnity in this Clause---- shall not be available to the extent that: i. Any such Losses are incurred as a result of such Indemnified Party’s recklessness, willful misconduct or gross negligence; or ii. Indemnification for any such Losses would violate any applicable representatives law or regulation, in each case, as determined by a ruling of a court of competent jurisdiction. In any action, suit or proceeding against any Indemnified Party relating to or arising out of, or alleged to relate to or to arise out of, any such action or non-action, the Indemnified Party shall have the right jointly to employ, at the expense of their respective URI, counsel of the Indemnified Party’s choice, which counsel shall be reasonably satisfactory to URI, in such action, suit or proceeding. The indemnification rights contained in this Agreement shall be cumulative and in addition to any and all other rights, remedies and recourse to which an Indemnified Party, its heirs, successors, assignees or transferees (collectivelyand administrators are entitled. The indemnification provided in this Agreement will inure to the benefit of the heirs, successors, assignees and administrators of each of the “Fund Indemnified Parties. The Indemnified Parties must take all reasonable steps, and its Related Persons”) or not omit to third parties take all reasonable steps, to mitigate any Loss that may give rise to a claim for which they are indemnified under this Agreement Section. RCFM makes no representations or warranties, express or implied, in respect of any of the Services to be rendered by it hereunder. In no event shall any Indemnified Party be liable to any member of URI for any act act, alleged act, omission or alleged omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fundthat does not constituted recklessness, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or of such Indemnified party as determined by a final, non-performance appealable determination of a court of competent jurisdiction. In no event will any Indemnified Party be liable to URI or to any of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agentsagents or subcontractors for any indirect, special, incidental, punitive or consequential damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third-party claims (whether based in contract, tort or otherwise), relating to the Services to be provided hereunder. URI acknowledges and agrees that no Indemnified Party shall be liable to URI for breach of any duty (contractual or otherwise) by reason of any such activities. In the event that any Indemnified Party acquires knowledge of a potential transaction or matter that may be a corporate opportunity for URI on the one hand, and any Indemnified Party, on the other applicable representatives hand, no Indemnified Party shall have any duty (collectivelycontractual or otherwise) to communicate or present such corporate opportunity to URI and, notwithstanding any provision hereunder, no Indemnified Party shall be liable to URI for breach of any duty (contractual or otherwise) by reason of the “Fund Parties”) from and against fact that any and all Losses suffered Indemnified Party directly or sustained by Fund Parties as the result of (i) indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person or entity, or does not present such opportunity to URI, except where any Sub-Advisor Party’s fraud, gross negligence or willful misconduct such opportunity arises in the performance course of carrying out the Services. Each Indemnified Party must not disclose or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) use any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise Confidential Information in connection with any breach of this Agreementbusiness activities, potential transactions or corporate opportunities, whether such business, transaction or opportunity is acquired for itself or is directed to another person.

Liability Indemnification. (a) Except as may otherwise be provided by Managing Member, Co-Managing Member, and their respective Affiliates, and their respective partners, members, shareholders, other principals, directors, officers, employees, agents and other representatives (collectively, the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties “Managing Parties”) shall not be liable, responsible or accountable accountable, in damages or otherwise otherwise, to any Member or to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement Company for any act performed by them (in good faith) within the scope of the authority conferred upon them by this Agreement, except for fraud, willful misconduct or omission gross negligence. The Company shall, out of Company assets (but not the assets of any Members), indemnify and hold the Managing Parties harmless for any act performed by them within the scope of the authority conferred upon them, except for (i) fraud; (ii) willful misconduct; (iii) gross negligence; or omitted (iv) acts or omissions which are beyond the scope of its authority hereunder (and which were taken without a good faith belief the same were within such scope of authority hereunder). Except to the extent that any Member incurs loss or damage caused by such Sub-Advisor Party the act or omissions under this Agreement clauses (i) through (iv) above, the Company shall, out of Company assets (but not the assets of any Members), indemnify and hold the AM Parties and the CWI Parties harmless from and against any personal loss or otherwise damage incurred by them arising from any act performed by them for and on behalf of the Fund, except when such action Company or inaction is found to have been the result arising out of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any business of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by lawCompany. (b) Except as may An indemnitee (an “Indemnitee”) who desires to make a Claim against an indemnitor (an “Indemnitor”) under this Section 9.13 shall notify the Indemnitor of the claim, demand, action or right of action which is the basis of such Claim within twenty (20) calendar days of discovering such claim, and shall give the Indemnitor a reasonable opportunity to participate in the defense thereof. Failure to give such notice shall not affect the Indemnitor’s obligations hereunder, except to the extent of any actual prejudice resulting therefrom. Any cash distributions to which the Indemnitor would otherwise be provided entitled under this Agreement shall be reduced by any amounts the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costsIndemnitor is required to pay pursuant to this Section 9.13, and expenses instead shall be paid to the Indemnitee entitled to indemnity, up to the full amount of the indemnity obligation. (c) Notwithstanding anything to the contrary set forth in this Agreement, if any event gives rise to an Indemnity Obligation, CWI shall have the right to exercise all rights and remedies available at law or in equity with respect thereto (including, without limitation, reasonable attorneys’ the right to recover actual, consequential or other damages, the right to offset and accountants’ feesretain for its own right and benefit any and all amounts to be distributed, as well as other paid, reimbursed, and/or advanced to AM under this Agreement); provided, however, notwithstanding anything to the contrary in this Agreement or elsewhere, in no event shall either Member be liable for any claim for opportunity costs and expenses incurred resulting from the transactions set forth in connection with the defense this Agreement (in avoidance of doubt, any Claim for losses by CWI shall include any actual or threatened action or proceedingvalue of the Hotel that is permanently lost (to the extent such losses can be reasonably measured) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of any matters for which AM would be liable or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may CWI would otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor indemnified for use therein. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement).

Liability Indemnification. (a) Except as may otherwise be provided To the maximum extent permitted by the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless the Dealer Manager, each Sub-Advisor Party Participating Dealer, each Participating Adviser and each of their respective officers, directors, employees, members, partners, affiliates, agents and representatives, and each person, if any, who controls the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Dealer Manager Indemnified Persons”) from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses claims (including, without limitation, including reasonable attorneys’ fees and accountants’ feesthe reasonable cost of investigation), as well as other costs and expenses incurred in connection with the defense of any actual damages or threatened action liabilities, joint or proceeding) and amounts paid in settlement of any claims several (collectively, “Losses”) suffered or sustained by ), to which any Dealer Manager Indemnified Person may become subject insofar as such Sub-Advisor Party as a result Losses arise out of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of are based upon: (i) such Sub-Advisor Party’s fraud, gross negligence any (1) untrue statement or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any alleged untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, Offering Materials or other materials pertaining to the Fund (2) omission or the alleged omission to state therein of a material fact that was required to be stated therein in any Offering Materials or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, if however, that such indemnity shall not apply to any such Losses arising out of or based upon an untrue statement or alleged untrue statement of material fact or an omission was made or alleged omission of material fact in reliance upon any information furnished by or on behalf of the Dealer Manager or by or on behalf of any Dealer Manager Indemnified Persons specifically for inclusion in the Offering Materials; (ii) any material breach by the Company of a representation, warranty or covenant made by the Company in this Agreement; or (iii) any material failure by the Company to comply with state or federal securities laws applicable to the Advisor Offering; provided, however, that the Company shall not provide any such indemnification to the extent it has been determined by a court of competent jurisdiction that such Losses resulted from a Dealer Manager Indemnified Person’s fraud, willful misconduct, gross negligence, or the Fund by the Sub-Advisor for use thereina material breach of a representation, warranty or covenant herein. (cb) Except as may otherwise be provided To the maximum extent permitted by the Investment Company Act or any other Applicable applicable law, the Sub-Advisor shall Dealer Manager will indemnify, defend and hold harmless the FundCompany, each of the AdvisorCompany’s officers, and their respective principalsemployees, members, managers, partners, shareholdersaffiliates, managersagents and representatives, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnified Persons”) against all Losses to which any Company Indemnified Person may become subject insofar as such Losses arise out of or are based upon: (i) any action or omission by the Dealer Manager in connection with the performance of its duties under this Agreement that is determined by a court of competent jurisdiction to have constituted fraud, willful misconduct or gross negligence, (ii) a material breach by the Dealer Manager of any representation, warranty or covenant made by it pursuant to this Agreement, (iii) any material breach by the Dealer Manager of applicable securities laws or regulations in connection with its performance of its obligations under this Agreement, or (iv) any (1) untrue statement or alleged untrue statement of material fact contained in any Offering Materials or (2) omission or alleged omission of a material fact required to be stated in any Offering Materials or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that, in each case described in this clause (iv) to the extent, but only to the extent, that such untrue statement or alleged untrue statement of material fact or omission or alleged omission of a material fact was made in reliance upon and in conformity with written information that was furnished to the Company by the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of and inclusion in the Offering Materials. (c) By virtue of entering into a Participating Dealer Agreement or a Participating Adviser Agreement, as applicable, each Participating Dealer and Participating Adviser will severally agree to indemnify, defend and hold harmless the Company, the Dealer Manager and each of their respective officers, directors, employees, agentsmembers, partners, affiliates, agents and representatives, and other applicable representatives (collectivelyeach person, if any, who controls the “Fund Parties”) Company or the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any Losses to which any such person may become subject, as more fully described in each Participating Dealer Agreement and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinParticipating Adviser Agreement. (d) The foregoing provisions Promptly after receipt by a Dealer Manager Indemnified Person or an Company Indemnified Person (collectively, “Indemnified Persons”) under this Section 8 of notice of any claim or the commencement of any action, such Indemnified Person shall, if a claim for indemnification shall in respect thereof is to be in addition to, and shall in no respect limit or restrict, made against any other remedies which may be available to a indemnifying party under this AgreementSection 8 (each an “Indemnifying Party”), at lawnotify such Indemnifying Party in writing of the claim or the commencement of that action; provided, in equity however, that the failure to notify the Indemnifying Party will not relieve such Indemnifying Party from any liability which it may have to an Indemnified Person unless such failure materially affects or otherwise prejudices such Indemnifying Party. If any such claim or action is brought against any Indemnified Person, and an Indemnifying Party is notified thereof, the Indemnifying Party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified party, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Person (which consent may not be unreasonably withheld or delayed). After notice from the Indemnifying Party to the Indemnified Person of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Person under this Section 8 for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof other than reasonable costs of investigation in connection with the defense. The Indemnified Person will have the right to employ its own counsel in any breach such action, provided that the fees, expenses and other charges of this Agreementsuch counsel will be at the expense of such Indemnified Person unless (i) the employment of counsel by the Indemnified Person has been authorized in writing by the Indemnifying Party, (ii) a conflict or potential conflict exists (based on advice of counsel to the Indemnified Person) between the Indemnified Person and the Indemnifying Party (in which case the Indemnifying Party will not have the right to assume the defense of such action on behalf of the Indemnified Person) or (iii) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the Indemnifying Party or Parties. No compromise or settlement of any claim may be effected by an Indemnifying Party without the Indemnified Person’s prior consent, unless (i) such compromise or settlement does not include a finding or admission by the Indemnified Person of any violation of any law, rule or regulation or any violation of the rights of any person, (ii) each Indemnified Person is unconditionally released from all liability arising therefrom, and (iii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party.

Liability Indemnification. (a) Except as may otherwise be provided by the Investment Company Act or 9.10.1 Neither any other Applicable law, none of the Sub-Advisor Parties Member nor any Director shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) Company or to third parties under this Agreement the other Members or Directors for any act or omission acts performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf within the scope of the Fundauthority conferred on such Member or Director by this Agreement, except when for such action Member’s or inaction is found to have been the result of such Sub-Advisor PartyDirector’s fraudgross negligence, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreementfiduciary duty. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) The Company shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend indemnify and hold harmless the Members and Directors (individually, each Sub-Advisor Party an “Indemnitee”) from and against any and all losses, claims, demands, costs, damages, obligationsliabilities, penaltiesexpenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suitssuits or proceedings, judgmentswhether civil, liabilitiescriminal, costsadministrative or investigative, and expenses (includingbrought against, without limitationor threatened against, reasonable attorneys’ and accountants’ feessuch Indemnitee by reason of the fact such Indemnitee was a Member or Director of the Company. Such indemnification shall be provided regardless of whether the Indemnitee continues to be a Member or Director at the time any such liability or expense is paid or incurred. 9.10.2 Expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section 9.10, shall from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that such person is not entitled to be indemnified under this Section 9.10. 9.10.3 The indemnification provided by this Section 9.10 shall be in addition to any other rights to which the Indemnitee may be entitled under any agreement, vote of the Members, as well a matter of law or equity or otherwise and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. 9.10.4 The Company shall purchase and maintain insurance, at the Company’s expense, on behalf of the Members, Directors, the Managing Member and such other persons as other costs and expenses the Managing Member shall reasonably determine against any liability that may be asserted against, or any expense that may be incurred by, such persons in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf activities of the Fund, and Company and/or the acts or omissions of such Losses were not found persons regardless of whether the Company would have the power to have been indemnify such persons against such liability under the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement. 9.10.5 Any indemnification under this Section 9.10 shall be satisfied solely out of the assets of the Company. No Member shall be subject to personal liability or required to provide any funds, or to cause any funds to be provided, to Company to satisfy any indemnification obligation of the Company under this Section 9.10.

Liability Indemnification. (a) Except as may otherwise be provided by The Fund agrees to indemnify, defend and hold the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of Distributor and its affiliates and their respective affiliates, principals, managers, members, officers, directors, employees, equity holdersagents, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend controlling persons free and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damagesdemands, obligations, penalties, actions, suits, judgments, liabilities, costs, liabilities and reasonable expenses (includingincluding the cost of investigating or defending such claims, without limitationdemands or liabilities and any reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable attorneys’ and accountants’ fees, as well as other costs and expenses counsel fees incurred in connection with therewith) which the defense of Distributor and its affiliates and their respective officers, directors, employees, agents, representatives and/or any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result controlling person may incur arising out of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of based upon (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a any material fact that was required to be stated therein or necessary in order to make the statements therein not misleading, if misleading contained in the Registration Statement or other Offering Documents (except to the extent such untrue statement or omission was made in reliance upon on and in conformity with information furnished provided in writing to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, by the AdvisorDistributor for inclusion in the Registration Statement or other Offering Documents); (ii) any material breach by the Fund of any provision of this Agreement including any representation, and their respective principalswarranty, members, partners, shareholders, managers, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Fund or its officers, directors, employees, agentsagents (other than the Distributor), or representatives; (iv) any actions of the Fund and its officers, directors, employees and agents (other than the Distributor) or representatives relating to the sale of Units, including but not limited to any statements or representations, written or oral, concerning the Fund that such a party makes to the Distributor and its agents and representatives; (v) the action of the Fund and its employees and agents relating to the Fund's processing of Subscription Agreements and the servicing of customer accounts; or (vi) any act or omission made in respect of its function as Distributor; provided, however, that, in no event shall anything herein be so construed as to protect the Distributor against any liability to which the Distributor would otherwise be subject by reason of its gross negligence, willful misfeasance or bad faith or reckless disregard of its obligations and duties under this Agreement, or violation of any applicable law by the Distributor in connection with the distribution of Units. The Fund's agreement to indemnify the Distributor, and other applicable representatives indemnities as aforesaid is expressly conditional upon the Fund being promptly notified of any action brought against the Distributor, such as notification to be given by letter or facsimile addressed to the Fund at the address set forth in this Agreement or other address communicated to the Distributor in writing (collectivelybut only to the extent that the Fund is prejudiced by the failure to give prompt notice), and further conditional upon the “Distributor reasonably cooperating with the Fund Parties”with respect to any claim or demand for which the Distributor seeks indemnity and promptly defending such claims if the Fund reasonably requests. In addition, any determination by the Fund under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund agrees to promptly notify the Distributor of the commencement of any litigation proceedings against the Fund, or any of its officers or directors in connection with the issue and sale of any Units. (b) The Distributor agrees to indemnify, defend and hold the Fund and its controlling persons free and harmless from and against any and all Losses suffered claims, demands, liabilities and reasonable expenses (including the cost of investigating or sustained defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which such party may incur, but only to the extent that such liability or expense incurred by Fund Parties as such party resulting from such claims or demands shall arise out of or be based upon the result of (i) any Sub-Advisor Party’s fraudDistributor's gross negligence, gross negligence willful misfeasance, bad faith or willful misconduct in the performance or non-performance reckless disregard of its obligations and duties under this Agreement or violation by the Distributor of any applicable law in connection with the distribution of Units. The Distributor's agreement to indemnify such party as aforesaid is expressly conditional upon the Distributor being promptly notified of any action brought against such party, such notification to be given by letter or facsimile addressed to the Distributor at its address set forth herein or other address communicated to the Fund in writing (but only to the extent that the Distributor is prejudiced by the failure to give prompt notice), and further conditional upon such party reasonably cooperating with the Distributor with respect to any claim or demand for which any of such party seeks indemnity and promptly defending such claim if the Sub-Advisor’s breach Distributor reasonably requests. (c) If recovery is not available under the foregoing indemnification provisions of this Agreement Section 6 for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution toward the amount paid or payable by such indemnified party as a result of the liabilities, claims, costs (including attorneys fees and expenses), damages and expenses referred to in Subsection (a) or (iib) above. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the relative benefits received by each party from the offering of the Xxxxx, the parties' relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any untrue statement of a material fact contained in or omission, and any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to equitable considerations appropriate under the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereincircumstances. (d) The foregoing provisions Promptly after receipt by either party of notice of any claim or the commencement of any action or proceeding with respect to which such party may be entitled to be indemnified hereunder, the party claiming indemnification (the "Indemnified Party") will notify the other party (the "Indemnifying Party") in writing of such a claim or the commencement of such action or proceedings, and the Indemnifying Party will assume the defense of such action or proceeding and will employ counsel satisfactory to the Indemnified Party and will pay the fees and expenses of such counsel as incurred. Notwithstanding the proceeding sentence, the Indemnified Party will be entitled to employ counsel separate from the Indemnifying Party's counsel and from any other party in such action if the Indemnified Party determines that a conflict of interest exists which makes counsel chosen by the Indemnifying Party not advisable or if the Indemnified Party reasonably determines that the Indemnifying Party's assumption of the defense does not adequately represent the Indemnified Party's interest. In such event the Indemnifying Party will pay the fees and disbursements of such separate counsel, but in no event shall the Indemnifying Party be liable for indemnification shall be the fees and expenses of more than one counsel (in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise local counsel) for the Indemnified Party in connection with any breach one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. (e) The Indemnifying Party agrees that it will not, without prior written consent of the Indemnified Party, settle any pending or threatened claim or proceeding related to or arising out of such engagement or transaction or conduct in connection therewith (whether or not the Indemnified Party is a party to such claim or proceeding) unless such settlement includes a provision unconditionally releasing the Indemnified Party from and holding the Indemnified Party harmless against all liability in respect of claims by any releasing party related to or arising out of such engagement or any transaction or conduct in connection therewith. The Indemnifying Party will also promptly reimburse the Indemnified Party for all reasonable expenses (including counsel fees) as they are incurred by the Indemnified Party in connection with investigating, preparing or defending, or providing evidence in, any pending or threatened claim or proceeding in respect of which indemnification may be sough hereunder (whether or not the Indemnified Party is a party to such claim or proceeding) or in enforcing this Agreement. (f) The provisions of this Section 6 shall survive termination of this Agreement.

Liability Indemnification. (a) Except as may otherwise The Trading Manager shall not be provided by liable to the Investment Company Act or Company, the Members, their respective successors and assigns, nor to any other Applicable lawperson, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission, undertaken in good faith unless such act or omission performed constituted gross negligence, willful misconduct, bad faith or omitted reckless disregard. The Company is required to indemnify, defend and hold harmless the Trading Manager and its “affiliates” (as defined herein) from and against any loss, liability, damage, cost or expense actually and reasonably incurred (including reasonable attorneys and accounting expenses), arising from any act or omission, by such Sub-Advisor Party under this Agreement or otherwise on behalf of the FundCompany, except when including, without limitation, any demands, claims or lawsuits initiated by a Member; provided that, such action acts or inaction is found omissions were in the best interest of the Trading Companies and did not constitute gross negligence, willful misconduct, bad faith or reckless disregard. For the purposes of this Article IX, the term “affiliate” of a person shall mean: (i) any natural person, partnership, corporation, association, or other legal entity directly or indirectly owning, controlling, or holding with power to have been vote 10% or more of the result outstanding voting securities of such Sub-Advisor Party’s fraudperson; (ii) any partnership, gross negligence corporation, association, or willful misconduct other legal entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by such person; (iii) any natural person, partnership, corporation, association, or other legal entity directly or indirectly controlling, controlled by, or under common control with, such person; or (iv) any officer, director or partner of such person. Except as otherwise set forth in this Section IX, neither the performance Trading Manager, MS & Co., nor any “affiliate” (as defined herein) shall be personally liable for the return or non-performance repayment of its duties all or any portion of the capital or profits of any Member (or assignee), it being expressly agreed that any such return of capital or profits made pursuant to this Agreement shall be made solely from the Fund or assets of the Sub-Advisor’s breach of this AgreementCompany. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) Article IX shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor Trading Manager of any liability to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) Article IX to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided by The Fund agrees to indemnify, defend and hold the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of Distributor and its affiliates and their respective affiliates, principals, managers, members, officers, directors, employees, equity holdersagents, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend controlling persons free and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damagesdemands, obligations, penalties, actions, suits, judgments, liabilities, costs, liabilities and reasonable expenses (includingincluding the cost of investigating or defending such claims, without limitationdemands or liabilities and any reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable attorneys’ and accountants’ fees, as well as other costs and expenses counsel fees incurred in connection with therewith) which the defense of Distributor and its affiliates and their respective officers, directors, employees, agents, representatives and/or any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result controlling person may incur arising out of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of based upon (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a any material fact that was required to be stated therein or necessary in order to make the statements therein not misleading, if misleading contained in the Registration Statement or other Offering Documents (except to the extent such untrue statement or omission was made in reliance upon on and in conformity with information furnished provided in writing to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, by the AdvisorDistributor for inclusion in the Registration Statement or other Offering Documents); (ii) any material breach by the Fund of any provision of this Agreement including any representation, and their respective principalswarranty, members, partners, shareholders, managers, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Fund or its officers, directors, employees, agentsagents (other than the Distributor), or representatives; (iv) any actions of the Fund and its officers, directors, employees and agents (other than the Distributor) or representatives relating to the sale of Shares, including but not limited to any statements or representations, written or oral, concerning the Fund that such a party makes to the Distributor and its agents and representatives; (v) the action of the Fund and its employees and agents relating to the Fund’s processing of Subscription Agreements and the servicing of customer accounts; or (vi) any act or omission made in respect of its function as Distributor; provided, however, that, in no event shall anything herein be so construed as to protect the Distributor against any liability to which the Distributor would otherwise be subject by reason of its gross negligence, willful misfeasance or bad faith or reckless disregard of its obligations and duties under this Agreement, or violation of any applicable law by the Distributor in connection with the distribution of Shares. The Funds’ agreement to indemnify the Distributor, and other applicable representatives indemnities as aforesaid is expressly conditional upon the Fund being promptly notified of any action brought against the Distributor, such as notification to be given by letter or facsimile addressed to the Fund at the address set forth in this Agreement or other address communicated to the Distributor in writing (collectivelybut only to the extent that the Fund is prejudiced by the failure to give prompt notice), and further conditional upon the “Distributor reasonably cooperating with the Fund Parties”with respect to any claim or demand for which the Distributor seeks indemnity and promptly defending such claims if the Fund reasonably requests. In addition, any determination by the Fund under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund agrees to promptly notify the Distributor of the commencement of any litigation proceedings against the Fund, or any of its officers or directors in connection with the issue and sale of any Shares. (b) The Distributor agrees to indemnify, defend and hold each Fund and its controlling persons free and harmless from and against any and all Losses suffered claims, demands, liabilities and reasonable expenses (including the cost of investigating or sustained defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which such party may incur, only to the extent that such liability or expense incurred by such party resulting from such claims or demands shall arise out of or be based upon the Distributor’s gross negligence, willful misfeasance, bad faith or reckless disregard of its obligations and duties under this Agreement or violation by the Distributor of any applicable law in connection with the distribution of Shares, and to the extent that such liability or expense incurred by the Fund Parties as the result and its controlling persons resulting from such claims or demands shall arise out of or be based upon (ia) any Sub-Advisor Party’s fraudsales literature, gross negligence advertisements, information, statements or willful misconduct in representations issued or made by the performance or non-performance Distributor without the prior written consent of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or its agent, (iib) any untrue or alleged untrue statement of a material fact contained in information furnished in writing by the Distributor to a Fund specifically for use in the Registration Statement relating to such Fund, (c) any registration statement, proxy materials, reports, advertisements, sales literature, omission or other materials pertaining to the Fund or the alleged omission to state therein a material fact known to the Sub-Advisor that was in connection with such information required to be stated therein or necessary to make such information not misleading or (d) the statements therein breach by the Distributor of this Agreement. The Distributor’s agreement to indemnify such party as aforesaid is expressly conditional upon the Distributor being promptly notified of any action brought against such party, such notification to be given by letter or facsimile addressed to the Distributor at its address set forth herein or other address communicated to the Fund in writing (but only to the extent that the Distributor is prejudiced by the failure to give prompt notice), and further conditional upon such party reasonably cooperating with the Distributor with respect to any claim or demand for which any of such party seeks indemnity and promptly defending such claim if the Distributor reasonably requests. (c) If recovery is not misleadingavailable under the foregoing indemnification provisions of this Section 6 for any reason other than as specified therein, if the parties entitled to indemnification by the terms thereof shall be entitled to contribution toward the amount paid or payable by such indemnified party as a result of the liabilities, claims, costs (including attorneys fees and expenses), damages and expenses referred to in Subsection (a) or (b) above. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the relative benefits received by each party from the offering of the Shares, the parties’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any untrue statement or omission was made in reliance upon information furnished to omission, and any other equitable considerations appropriate under the Advisor or the Fund by the Sub-Advisor for use thereincircumstances. (d) The foregoing provisions Promptly after receipt by either party of notice of any claim or the commencement of any action or proceeding with respect to which such party may be entitled to be indemnified hereunder, the party claiming indemnification (the “Indemnified Party”) will notify the other party (the “Indemnifying Party”) in writing of such a claim or the commencement of such action or proceedings, and the Indemnifying Party will assume the defense of such action or proceeding and will employ counsel satisfactory to the Indemnified Party and will pay the fees and expenses of such counsel as incurred. Notwithstanding the proceeding sentence, the Indemnified Party will be entitled to employ counsel separate from the Indemnifying Party’s counsel and from any other party in such action if the Indemnified Party determines that a conflict of interest exists which makes counsel chosen by the Indemnifying Party not advisable or if the Indemnified Party reasonably determines that the Indemnifying Party’s assumption of the defense does not adequately represent the Indemnified Party’s interest. In such event the Indemnifying Party will pay the fees and disbursements of such separate counsel, but in no event shall the Indemnifying Party be liable for indemnification shall be the fees and expenses of more than one counsel (in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise local counsel) for the Indemnified Party in connection with any breach one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. (e) The Indemnifying Party agrees that it will not, without prior written consent of the Indemnified Party, settle any pending or threatened claim or proceeding related to or arising out of such engagement or transaction or conduct in connection therewith (whether or not the Indemnified Party is a party to such claim or proceeding) unless such settlement includes a provision unconditionally releasing the Indemnified Party from and holding the Indemnified Party harmless against all liability in respect of claims by any releasing party related to or arising out of such engagement or any transaction or conduct in connection therewith. The Indemnifying Party will also promptly reimburse the Indemnified Party for all reasonable expenses (including counsel fees) as they are incurred by the Indemnified Party in connection with investigating, preparing or defending, or providing evidence in, any pending or threatened claim or proceeding in respect of which indemnification may be sough hereunder (whether or not the Indemnified Party is a party to such claim or proceeding) or in enforcing this Agreement. (f) The provisions of this Section 6 shall survive termination of this Agreement.

Liability Indemnification. (a) Except as may otherwise 11.1 Unless this AGREEMENT stipulates otherwise, in the event that a Party violates its obligations under this AGREEMENT, the violating Party shall be provided by the Investment Company Act or any other Applicable liable in accordance with statutory German law, none of the Sub-Advisor Parties shall be liablein particular, responsible or accountable in damages or otherwise Sections 280, 281 German Civil Code (Bürgerliches Gesetzbuch – BGB), subject always to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law12. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law11.2 Subject to Section 11.4 and 12, the Fund BI shall indemnify, defend and hold harmless each Sub-Advisor Party (freistellen) HORIZON and its AFFILIATES and their respective officers, directors, employees and agents from and against any and all lossesThird Party costs, claims, damages, obligations, penalties, actions, (including death and bodily injury) suits, judgments, liabilities, costs, and expenses (including, without limitation, including reasonable attorneys’ fees), liabilities and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims damages (collectively, “LossesLIABILITIES”) suffered or sustained by such Sub-Advisor Party as a result arising out of or in connection with resulting from (a) any willful or negligent act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the FundBI, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties AFFILIATES and/or subcontractors relating to the Fund subject matter of this AGREEMENT, (b) any failure to deliver DELIVERED MATERIAL in accordance with BI’s warranties, or the Sub-Advisor’s (c) any breach of this Agreement or AGREEMENT by BI for which BI is responsible in accordance with Section 276 BGB (ii) any untrue statement of a material fact contained except in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining each case to the Fund extent such LIABILITIES arose or resulted from any negligent act or omission by HORIZON or breach of this AGREEMENT by Horizon for which HORIZON is responsible in accordance with Section 276 BGB). For clarity, any indemnification of HORIZON by BI according to this Section 11.2 shall not extend to any LIABILITIES if and to the omission to state therein a material fact that was extent HORIZON is required to be stated therein or necessary indemnify BI according to make the statements therein Section 11.3 below, and shall not misleading, if such statement or omission was made exceed BI’s aggregate liability as set forth in reliance upon information furnished Section 12.2 (subject to the Advisor or the Fund by the Sub-Advisor for use exceptions set forth therein). (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law11.3 Subject to Section 11.4 and 12, the Sub-Advisor HORIZON shall indemnify, defend and hold harmless the Fund, the Advisor, (freistellen) BI and its AFFILIATEs and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, employees and other applicable representatives (collectively, the “Fund Parties”) agents from and against any and all Losses suffered LIABILITIES arising out of or sustained by Fund Parties as the result of resulting from (ia) any Sub-Advisor Party’s fraudwillful or negligent act or omission by HORIZON relating to the subject matter of this AGREEMENT, gross negligence (b) the use by or willful misconduct administration to any person of DELIVERED MATERIAL manufactured by BI in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of obligations under this Agreement AGREEMENT or (iic) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this AgreementAGREEMENT by HORIZON for which HORIZON is responsible in accordance with Section 276 BGB (except in each case to the extent such LIABILITIES arose or resulted from any negligent act or omission by BI, its AFFILIATES or subcontractors, or any failure to deliver DELIVERED MATERIAL in accordance with BI’s warranties, or any breach of any other provision of this AGREEMENT for which BI is responsible in accordance with Section 276 BGB). For clarity, any indemnification of BI by HORIZON according to this Section 11.3 shall not extend to any LIABILITIES if and to the extent arising from any action or omission described in Section 11.2(a), (b) or (c) above. CONFIDENTIAL XxxX: 151373 11.4 A Party and its AFFILIATES and their respective directors, officers, employees and agents which intends to claim indemnification under this Section 11 (each, an “INDEMNITEE”) shall promptly notify the other Party (the “INDEMNITOR”) in writing of any action, claim or other matter in respect of which the INDEMNITEE intend to claim such indemnification; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the INDEMNITOR of any of its obligations hereunder except to the extent that the INDEMNITOR is prejudiced by such failure. The INDEMNITEE shall permit the INDEMNITOR at its discretion to settle any such action, claim or other matter, and the INDEMNITEE agrees to the complete control of such defense or settlement by the INDEMNITOR. Notwithstanding the foregoing, the INDEMNITOR shall not enter into any settlement that would adversely affect the INDEMNITEE’s rights hereunder, or impose any obligations on the INDEMNITEE in addition to those set forth herein in order for it to exercise such rights, without INDEMNITEE’s prior written consent, which shall not be unreasonably withheld or delayed. No such action, claim or other matter shall be settled without the prior written consent of the INDEMNITOR, which shall not be unreasonably withheld or delayed. The INDEMNITOR shall not be responsible for any attorneys’ fees or other costs incurred other than as provided herein. The INDEMNITEE shall cooperate fully with the INDEMNITOR and its legal representatives in the investigation and defense of any action, claim or other matter covered by the indemnification obligations of this Section 11. The INDEMNITEE shall have the right, but not the obligation, to be represented in such defense by counsel of its own selection and at its own expense.

Liability Indemnification. (a) Except Each Committee Member undertakes to perform only such duties as may otherwise are specifically set forth in this Agreement and no implied covenants or obligations shall be provided by the Investment Company Act or read into this Agreement against any other Applicable lawCommittee Member. No Committee Member nor, none of the Sub-Advisor Parties solely with respect to Xxxxx Xxxxxxx’x conduct hereunder, and only for so long as Xxxxx Xxxxxxxx serves as a Committee Member, his employer Xxxxxxx and Marsal Disputes and Investigations, LLC (“A&M”), shall be liable, responsible or accountable in damages or otherwise for any Loss (including Losses that are costs and expenses of defense of claims, as incurred) incurred by reason of having been a Committee Member or resulting from the administration of any Claims or the Escrow Account, Support of any Government Action or any decision, action or failure to act, except to the Fund, the Advisor, or extent that any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to Loss shall have been caused by the result of such Sub-Advisor Party’s fraudbad faith, gross negligence or willful misconduct in the performance or non-performance of such Committee Member. Each Holder, by virtue of its duties to the Fund or the Sub-Advisor’s breach acceptance of this Agreement. Notwithstanding any of the foregoing to the contrarya CVR, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as deemed to effectuate the provisions of this Section 10(a) have consented and agreed to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend release and hold harmless forever discharge each Sub-Advisor Party Committee Member from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, responsibilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses claims for damages or otherwise for any Loss incurred in connection with the defense by reason of having been a Committee Member or resulting from administration of any actual Claims or threatened the Escrow Account or any decision, action or proceeding) and amounts paid in settlement of failure to act, except to the extent that any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to Loss shall have been caused by the result of (i) such Sub-Advisor Party’s fraudbad faith, gross negligence or willful misconduct in of such Committee Member. (b) The Company shall indemnify and hold harmless, and provide customary insurance to, each Committee Member and, solely with respect to Xxxxx Xxxxxxxx’ conduct hereunder, and only for so long as Xxxxx Xxxxxxxx serves as a Committee Member, his employer A&M, against any Loss incurred by reason of having been a Committee Member or resulting from the performance administration of any Claims or non-performance the Escrow Account, Support of its duties any Government Action or any decision, action or failure to act, except to the Fund extent of such Committee Member’s willful misconduct, bad faith or gross negligence. The parties acknowledge that the Sub-Advisor’s breach initial insurance policy being entered into at the time of execution of this Agreement or (iicontains customary terms. The Company shall advance payments in connection with its indemnification obligations under this Section 2.06(b) upon request of any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining Committee Member; provided that such Committee Member shall have delivered to the Fund or the omission Company a written undertaking to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished repay any amount advanced to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as extent that such Loss was the result of (i) any Sub-Advisor Party’s fraudthe bad faith, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach such Committee Member. The rights of each Committee Member under this Agreement or (iiSection 2.06(b) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be are in addition to, and shall not in no respect limit or restrictsubstitution for, any other remedies rights to which such Committee Member may be available entitled, whether pursuant to a party law, contract or otherwise. These rights are intended to benefit, and shall be enforceable by, each Committee Member. The obligations of the Company under this Agreement, at law, Section 2.06(b) shall not be terminated or modified in equity or otherwise in connection with such a manner as to adversely affect the rights of any breach Committee Member without the consent of such Committee Member and shall survive the termination of this AgreementAgreement and the removal or resignation of any Committee Member.

Liability Indemnification. (a) Except as may otherwise be provided by The Administrator shall give the Investment Company Act or any other Applicable law, none Fund the benefit of the Sub-Advisor Parties shall Administrator’s reasonable best efforts and diligence in rendering services under this Agreement. The parties acknowledge the importance of the Administrator freely exercising its reasonable judgment in the performance of its responsibilities, obligations and duties hereunder, and thus the Administrator may rely on information reasonably believed by it to be liableaccurate and reliable. Accordingly, responsible or accountable in damages or otherwise to the Fundabsence of willful misfeasance, the Advisorbad faith, gross negligence, or any reckless disregard of their respective affiliatesthe responsibilities, principalsobligations or duties hereunder, managers, membersneither the Administrator nor its shareholders, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees control persons (collectively, the “Fund and its Related Covered Persons”) or shall be subject to third parties under this Agreement any liability for any act or omission performed in connection with or omitted by such Sub-Advisor Party arising out of any services rendered under this Agreement or otherwise on behalf related to this Agreement, or for any Losses (as defined below) that may be sustained in the purchase, holding or sale of any security or other asset by the Fund. Any liability incurred by the Administrator pursuant to this paragraph 7(a) in any year shall be limited to the revenues of the Administrator derived from the Fund in that fiscal year of the Fund. The Administrator shall be responsible as provided herein for the performance of only such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of any other party, except when including other agents of or service providers to the Fund. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such action damages arising out of any act or inaction failure to act hereunder. (b) The Administrator is found authorized and instructed to have been rely upon the information it receives from the Fund, its Trustees or any third-party agent (including, without limitation, the Fund’s custodian(s), manager(s), sub-adviser(s), and pricing services or sources) authorized by the Fund to provide such information to the Administrator. The Fund and any third-party agents from which the Administrator shall receive or obtain certain records, reports and other data used or relied upon by the Administrator in rendering the services provided hereunder are solely responsible for the contents of such information, including, without limitation, the accuracy thereof. The Administrator has no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered by the Fund as a result of the Administrator’s reliance on and utilization of such Subinformation. The Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Fund or any third-Advisor Partyparty agent to provide it with the information required. (c) The Fund shall indemnify and save harmless the Covered Persons and their executors, heirs, assigns, successors or other legal representatives (“Indemnitees”), to the fullest extent permitted by law, from and against any and all claims, liabilities, damages, losses, costs, charges, fees, penalties and other expenses (including reasonable attorney’s fraudfees and disbursements) of every nature and character (“Losses”), gross negligence which may be asserted against or willful misconduct incurred by any Indemnitee or for which any Indemnitee may be held liable (a “Claim”) and that in any way arise out of or in connection with, or in any way relate to, the performance or non-performance of its duties to or by the Fund or the Sub-Advisor’s breach Indemnitee of this Agreement. Notwithstanding any of the foregoing to the contraryAdministrator’s duties, the provisions of this Section 10(a) responsibilities, or services hereunder, whether express or implied hereunder; provided, however, that no Indemnitee shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of indemnified against any liability to by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party Indemnitee’s duties under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Partiesdisabling conduct”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein). (d) The foregoing provisions for indemnification Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties), shall be paid from time to time by the Fund in addition to, and shall in no respect limit advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or restrict, any other remedies which may be available on behalf of the Indemnitee to a party repay amounts so paid to the Fund if it is ultimately determined that indemnification of such expenses is not indemnifiable under this Agreement; provided, at lawhowever, that expenses shall not be advanced by the Fund unless (i) the Indemnitee has provided security considered in the reasonable discretion of the Trustees to be appropriate for such undertaking; or (ii) the Fund shall be insured against losses arising from any such advance payments; or (iii) a reasonable belief is formed that the Indemnitee ultimately will be found entitled to indemnification, as determined by either (x) a majority of the Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Fund who are not parties to the proceeding, acting on the matter, or (y) independent legal counsel, in equity a written opinion that includes a discussion of pertinent facts and legal analysis, based upon a review of readily available facts (as opposed to a full trial-type inquiry). (e) Promptly after receipt of notice of the commencement of an investigation, action, claim or otherwise proceeding, an Indemnitee shall notify the Fund in writing of the commencement thereof, although the failure to do so shall not prevent recovery under this paragraph. The Fund shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Loss or Claim, but if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund and approved by the Indemnitee, which approval shall not be unreasonably withheld. In the event the Fund elects to assume the defense of any such suit and retain such counsel and notifies the Indemnitee of such election, the Indemnitee in such suit shall bear the fees and expenses of any additional counsel retained by it subsequent to the receipt of the Fund’s election. If the Fund does not elect to assume the defense of any such suit, or in case the Indemnitee does not, in the exercise of reasonable judgment, approve of counsel chosen by the Fund, or in case there is a conflict of interest between the parties or a party and any Indemnitee, the Fund will reimburse the Indemnitee in such suit for the reasonable fees and expenses of any counsel retained by the Indemnitee. (f) In the event the Fund elects to assume its own defense in any such suit, the Fund agrees that it shall not enter into any settlement agreement or similar agreement with other parties in such suit unless the Administrator and all of the other Indemnitees named as defendants are unconditionally released in such agreement or arrangement, or unless the Administrator provides its consent to such settlement or similar arrangement in writing. (g) The Administrator shall look solely to Fund property for satisfaction of claims of any nature against the Fund or a Trustee, officer or agent of the Fund arising in connection with the affairs of the Fund. (h) The indemnification agreement and all obligations of the parties contained in this paragraph 7 shall remain operative and in full force and effect regardless of any breach investigation made by or on behalf of any party seeking indemnification and shall survive the delivery of any shares of the Fund and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of parties indemnified hereunder and their estates and successors.

Liability Indemnification. (a) Except as may expressly provided otherwise be provided by in this Agreement, Managing Member, and its respective Affiliates, and their respective partners, members, shareholders, other principals, directors, officers, employees, agents and other representatives (collectively, the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties “Managing Parties”) shall not be liable, responsible or accountable accountable, in damages or otherwise otherwise, to any Member or to the FundCompany for any act performed by them within the scope of the authority conferred upon them by this Agreement, except for fraud, willful misconduct or gross negligence. The Company shall, out of Company assets (but not the assets of any Members), indemnify and hold the Managing Parties harmless for any act performed by them within the scope of the authority conferred upon them, except for (i) fraud; (ii) willful misconduct; (iii) gross negligence; or (iv) acts or omissions which are beyond the scope of its authority hereunder (and which were taken without a good faith belief the same were within such scope of authority hereunder). Except to the extent that any Member incurs loss or damage caused by the act or omissions under clauses (i) through (iv) above, the AdvisorCompany shall, out of Company assets (but not the assets of any Members), indemnify and hold the 800 Canal Parties and the CW Parties harmless from and against any personal loss or damage incurred by them arising from any act performed by them for and on behalf of the Company or the TRS SUB or arising out of any business of the Company or the TRS SUB. (b) 800 Canal Member acknowledges, covenants and unconditionally, absolutely and irrevocably agrees to appear, indemnify, protect, defend and hold harmless, as well as reimburse, the Company, CWI Member and its Affiliates and their respective affiliatesparents, principalsAffiliates, managers, membersshareholders, officers, directors, employeesmembers, equity holderspartners, agents or other applicable trustees, agents, representatives or any of their respective successors, assignees or transferees and employees (collectively, the “Fund and its Related PersonsParties”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted provided by law. (b) Except as may otherwise be provided by , from and against, and for, any and all liability, claims, acts, actions, causes of actions, claims for relief, judgments, executions, counts, suits, proceedings, demands, lawsuits, claims of indemnity, expenses, pre-litigation procedures, accounts, reckonings, controversies, or any combination of the Investment Company Act same, of any nature whatsoever, whether at law or equity, whether arising out of, from or under foreign, Federal, state, and/or local law, statute, ordinance, regulation, common law, or any other Applicable source of law, whether sounding in contract or tort, or pursuant to statutory remedy, brought by or otherwise commenced on behalf of any third party, including, without limitation, the Fund shall indemnifyLender (collectively, defend and hold harmless each Sub-Advisor Party from and against any “Claims”), and all lossesactual, claimsout-of-pocket and/or, subject to the terms of this Agreement, economic damages, obligations, penalties, actions, suits, judgments, liabilities, costsany amounts reasonably incurred to settle any Claims, and expenses losses (including, without limitation, reasonable attorneys’ fees and accountants’ feescosts, as well as other costs and including litigation expenses incurred in connection with the defense successfully defending allegations of any actual or threatened action or proceedingintentional misconduct) and amounts paid in settlement of any claims (collectively, “Losses”) suffered (but in all cases without duplication with respect to any and all payments made by or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of 800 Canal Member or its Affiliate for a breach or default under the FundContribution Agreement) actually incurred by the Company, and such Losses were not found to have been the TRS SUB, CWI Member, or any Related Parties as a direct result of such Claims to the extent such Claims and Losses resulted from any breach or default by the 800 Canal Member Affiliate of any terms and provisions of the Hotel Management Agreement, the Architect Agreement or arising under or pursuant to the Non-Recourse Carve Out Guaranty (ito the extent arising from these acts or omissions of 800 Canal Member or its Affiliates), the Canyon Completion Guaranty or the Completion and Cost Overrun Guaranty (up to the Cost Overrun Cap) such Sub-Advisor Party’s fraud(collectively, gross negligence the “Indemnity Obligations”); provided, however, that any and all obligations and liabilities for recurring costs and expenses (e.g., utilities, taxes, insurance premiums and other goods and services provided or willful misconduct delivered to the Hotel, the Garage, the Company and/or the TRS SUB prior to the Effective Date) that are prorated under the Contribution Agreement shall not be deemed Indemnity Obligations and shall be treated as provided in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinContribution Agreement. (c) Except as may An indemnitee (an “Indemnitee”) who desires to make a Claim against an indemnitor (an “Indemnitor”) under this Section 9.13 shall notify the Indemnitor of the claim, demand, action or right of action which is the basis of such Claim within twenty (20) calendar days of discovering such claim, and shall give the Indemnitor a reasonable opportunity to participate in the defense thereof. Failure to give such notice shall not affect the Indemnitor’s obligations hereunder, except to the extent of any actual prejudice resulting therefrom. Any cash distributions to which the Indemnitor would otherwise be provided entitled under this Agreement shall be reduced by any amounts the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the AdvisorIndemnitor is required to pay pursuant to this Section 9.13, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties instead shall be paid to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statementIndemnitee entitled to indemnity, proxy materials, reports, advertisements, sales literature, or other materials pertaining up to the Fund or full amount of the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinindemnity obligation. (d) The foregoing provisions Notwithstanding anything to the contrary set forth in this Agreement, if any event gives rise to an Indemnity Obligation, CWI Member shall have the right to exercise all rights and remedies available at law or in equity with respect thereto (including, without limitation, the right to recover actual, consequential or other damages, the right to offset and retain for indemnification shall its own right and benefit any and all amounts to be distributed, paid, reimbursed, and/or advanced to 800 Canal Member under this Agreement and/or the bylaws under which the TRS SUB was formed); provided, however, notwithstanding anything to the contrary in addition tothis Agreement or elsewhere, and shall in no respect limit or restrictevent shall either Member be liable for any claim for opportunity costs resulting from the transactions set forth in this Agreement (in avoidance of doubt, any other remedies Claim for Losses by CWI Member shall include any actual value of the Hotel and/or the Garage that is permanently lost (to the extent such Losses can be reasonably measured) as a result of any matters for which may 800 Canal Members would be available to a party liable or CWI Member would otherwise be indemnified for under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement).

Liability Indemnification. (a) Except as may expressly provided otherwise be provided by in this Agreement, Managing Member, and its respective Affiliates, and their respective partners, members, shareholders, other principals, directors, officers, employees, agents and other representatives (collectively, the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties “Managing Parties”) shall not be liable, responsible or accountable accountable, in damages or otherwise otherwise, to any Member or to the FundCompany for any act performed by them within the scope of the authority conferred upon them by this Agreement, except for fraud, willful misconduct or gross negligence. The Company shall, out of Company assets (but not the assets of any Members), indemnify and hold the Managing Parties harmless for any act performed by them within the scope of the authority conferred upon them, except for (i) fraud; (ii) willful misconduct; (iii) gross negligence; or (iv) acts or omissions which are beyond the scope of its authority hereunder (and which were taken without a good faith belief the same were within such scope of authority hereunder). Except to the extent that any Member incurs loss or damage caused by the act or omissions under clauses (i) through (iv) above, the AdvisorCompany shall, out of Company assets (but not the assets of any Members), indemnify and hold the EFL Parties and the CW Parties harmless from and against any personal loss or damage incurred by them arising from any act performed by them for and on behalf of the Company or its Subsidiaries or arising out of any business of the Company or its Subsidiaries. (b) EFL Member acknowledges, covenants and unconditionally, absolutely and irrevocably agrees to appear, indemnify, protect, defend and hold harmless, as well as reimburse, the Company, CWI Member and its Affiliates and their respective affiliatesparents, principalsAffiliates, managers, membersshareholders, officers, directors, employeesmembers, equity holderspartners, agents or other applicable trustees, agents, representatives or any of their respective successors, assignees or transferees and employees (collectively, the “Fund and its Related PersonsParties”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted provided by law. (b) Except as may otherwise be provided by , from and against, and for, any and all liability, claims, acts, actions, causes of actions, claims for relief, judgments, executions, counts, suits, proceedings, demands, lawsuits, claims of indemnity, expenses, pre-litigation procedures, accounts, reckonings, controversies, or any combination of the Investment Company Act same, of any nature whatsoever, whether at law or equity, whether arising out of, from or under foreign, Federal, state, and/or local law, statute, ordinance, regulation, common law, or any other Applicable source of law, whether sounding in contract or tort, or pursuant to statutory remedy, brought by or otherwise commenced on behalf of any third party, including, without limitation, the Fund shall indemnifyLender (collectively, defend and hold harmless each Sub-Advisor Party from and against any “Claims”), and all lossesactual, claimsout-of-pocket and/or, subject to the terms of this Agreement, economic damages, obligations, penalties, actions, suits, judgments, liabilities, costsany amounts reasonably incurred to settle any Claims, and expenses losses (including, without limitation, reasonable attorneys’ fees and accountants’ feescosts, as well as other costs and including litigation expenses incurred in connection with the defense successfully defending allegations of any actual or threatened action or proceedingintentional misconduct) and amounts paid in settlement of any claims (collectively, “Losses”) suffered (but in all cases without duplication with respect to any and all payments made by or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of EFL Member or its Affiliate for a breach or default under the FundContribution Agreement) actually incurred by the Company, and such Losses were not found to have been the its Subsidiaries, CWI Member, or any Related Parties as a direct result of such Claims to the extent such Claims and Losses resulted from any breach or default by the EFL Member Affiliate of any terms and provisions of the Hotel Management Agreement or arising under or pursuant to the Non-Recourse Carve Out Guaranty (ito the extent arising from these acts or omissions of EFL Member or its Affiliates)or the Completion and Cost Overrun Guaranty (collectively, the “Indemnity Obligations”); provided, however, that any and all obligations and liabilities for recurring costs and expenses (e.g., utilities, taxes, insurance premiums and other goods and services provided or delivered to the Property prior to the Effective Date) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct that are prorated under the Contribution Agreement shall not be deemed Indemnity Obligations and shall be treated as provided in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinContribution Agreement. (c) Except as may An indemnitee (an “Indemnitee”) who desires to make a Claim against an indemnitor (an “Indemnitor”) under this Section 9.13 shall notify the Indemnitor of the claim, demand, action or right of action which is the basis of such Claim within twenty (20) calendar days of discovering such claim, and shall give the Indemnitor a reasonable opportunity to participate in the defense thereof. Failure to give such notice shall not affect the Indemnitor’s obligations hereunder, except to the extent of any actual prejudice resulting therefrom. Any cash distributions to which the Indemnitor would otherwise be provided entitled under this Agreement shall be reduced by any amounts the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the AdvisorIndemnitor is required to pay pursuant to this Section 9.13, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties instead shall be paid to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statementIndemnitee entitled to indemnity, proxy materials, reports, advertisements, sales literature, or other materials pertaining up to the Fund or full amount of the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinindemnity obligation. (d) The foregoing provisions Notwithstanding anything to the contrary set forth in this Agreement, if any event gives rise to an Indemnity Obligation, CWI Member shall have the right to exercise all rights and remedies available at law or in equity with respect thereto (including, without limitation, the right to recover actual, consequential or other damages, the right to offset and retain for indemnification shall its own right and benefit any and all amounts to be distributed, paid, reimbursed, and/or advanced to EFL Member under this Agreement and/or the bylaws under which the TRS SUB was formed); provided, however, notwithstanding anything to the contrary in addition tothis Agreement or elsewhere, and shall in no respect limit or restrictevent shall either Member be liable for any claim for opportunity costs resulting from the transactions set forth in this Agreement (in avoidance of doubt, any other remedies Claim for Losses by CWI Member shall include any actual value of the Property that is permanently lost (to the extent such Losses can be reasonably measured) as a result of any matters for which may EFL Members would be available to a party liable or CWI Member would otherwise be indemnified for under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement).

Liability Indemnification. (a) 15.1 Except as may otherwise be provided by the Investment Company Act or specified in this Agreement, SCOLP does not and shall not assume any other Applicable law, none liability for any claims arising out of the Suboccurrence of any event or the existence of any condition prior to the Closing Date with respect to the Projects. Except for the liability of the New Owners under the Mortgage Documents, Assumed Project Contracts, Tenant Leases and operating permits arising on or after the Closing Date, all accounts payable, obligations and liabilities of the Contributors and the New Owners, accrued or unaccrued, foreseen or unforeseen, contingent or liquidated, incurred as of the Closing Date or arising out of events or occurrences prior to the Closing Date, including under the Non-Advisor Parties Assumed Project Contracts (collectively, the "Pre‑Closing Liabilities") shall be liablethe responsibility of, responsible and paid by, Contributors, and not by SCOLP or accountable in damages or otherwise the New Owners. 15.2 Contributors, jointly and severally, agree to indemnify and hold harmless the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of New Owners and SCOLP and their respective successors, assignees or transferees (collectivelyassigns, the “Fund constituent members and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fundpartners, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraudemployees, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contraryagents and representatives, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all lossesclaims, claimspenalties, damages, obligations, penaltiesliabilities, actions, suitscauses of action, judgmentscosts and expenses (including reasonable attorneys' fees and costs) arising out of, as a result of or as a consequence of: (i) any breach by Contributors of any of their representations, warranties, or obligations set forth in Section 7 hereof or the Closing Documents, subject to the limitations of Section 7 and 15.3 hereof; (ii) any claims, liabilities, costs, expenses, property damage or injuries to person arising out of slip and expenses fall type actions covered by insurance and occurring prior to the Closing Date; (includingiii) any breach of the lessor’s obligations under the Tenant Leases which occur prior to the Closing Date; (iv) any breach of any Contributors or any New Owners obligations under any Project Contract which occurred prior to the Commencement Date; (v) the termination of the employees of any Contributor, without limitation, reasonable attorneys’ any New Owner or any manager of any Project on or prior to the Closing Date pursuant to Section 11.2 hereof; (vi) any and accountants’ fees, as well as other all liabilities and obligations of Contributors or the New Owners under any Non-Assumed Project Contracts; and (vii) all costs and expenses incurred required to be paid by any Contributor under Sections 6.1, 19.1 and/or 20.1. 15.3 Contributors shall hold and maintain a minimum of One Million Five Hundred and 00/100 ($1,500,000.00) Dollars in connection with cash (or other liquid assets) until eighteen (18) months after the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as Closing Date unless SCOLP shall make a result of or in connection with any act or omission by such Sub-Advisor Party claim against Contributors under this Agreement or otherwise on behalf under the Guaranty executed and delivered by Contributors pursuant to the Asset Purchase Agreement prior to eighteen (18) months after the Closing Date (in which event Contributors shall hold and maintain such cash and/or assets until the full and final resolution of such claim). Additionally, in the event SCOLP has claims outstanding against the Contributors arising from a breach of a representation or warranty made by Contributors pursuant to Section 7 hereof or in the Closing Documents, then, following the entry of a non-appealable judgment against Contributors with respect to such claim(s), SCOLP shall have the right to offset the amount of such claims against the Property Tax Escrow (as defined in Section 18.2 herein) pursuant to the terms of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties Property Tax Escrow Agreement. 15.4 Notwithstanding anything to the Fund or contrary in this Agreement, the Sub-Advisor’s breach representations and warranties set forth in Sections 7 and 8 of this Agreement or shall survive for a period of twelve (ii12) any untrue statement of a material fact months after the Closing Date; provided, however, that (a) the representations and warranties contained in Sections 7.1(f), 7.1(g), 7.1(m), 7.1(n), 7.1(p), 7.1 (q), 8.1(a), 8.1(b) and 8.1(c) shall survive until the expiration of the applicable statute of limitations. All other covenants and agreements of the parties contained herein which are expressly set forth to survive the Closing, shall survive the Closing indefinitely. Notwithstanding the foregoing, any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining claims asserted in good faith with reasonable specificity (to the Fund or extent known at such time) and in writing by notice from the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished non-breaching party to the Advisor or breaching party prior to the Fund expiration date of the applicable survival period shall not thereafter be barred by the Sub-Advisor for use therein. (c) expiration of the relevant representation or warranty and such claims shall survive until finally resolved. Except as may otherwise provided above, no party shall be provided by the Investment Company Act or liable to any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against party with respect to any and all Losses suffered or sustained by Fund Parties as the result claim under this Agreement unless such claiming party delivers written notice of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties such claim to the Fund or other party prior to 5:00 p.m. Eastern time on the Sub-Advisor’s breach expiration date of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinapplicable survival period. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided by The Trust agrees to indemnify, defend and hold the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of Placement Agent and its affiliates and their respective affiliates, principals, managers, members, officers, directors, employees, equity holdersagents, agents or other applicable representatives or and any person who controls the Placement Agent within the meaning of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf Section 15 of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company 1933 Act or any other Applicable law, the Fund shall indemnify, defend free and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damagesdemands, obligations, penalties, actions, suits, judgments, liabilities, costs, liabilities and reasonable expenses (includingincluding the cost of investigation or defending such claims, without limitation, demands or liabilities and any reasonable attorneys’ and accountants’ fees, as well as other costs and expenses counsel fees incurred in connection with therewith) which the defense of Placement Agent and its affiliates and their respective officers, directors, employees, agents and/or any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result controlling person may incur arising out of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of based upon (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a any material fact that was required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, if misleading contained in the Registration Statement or other Offering Documents (except to the extent such untrue statement or omission was made in reliance upon on and in conformity with information furnished provided in writing to the Advisor Trust by the Placement Agent for inclusion in the Registration Statement or other Offering Documents); (ii) any material breach by the Trust of any provision of this Agreement including any representation, warranty, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Trust or its officers, trustees, employees, agents (other than the Placement Agent), or representatives; (iv) any actions of the Trust and its officers, trustees, employees and agents relating to the sale of Shares, including but not limited to any statements or representations, written or oral, concerning the Trust that such a party makes to the Placement Agent and its agents and representatives; (v) the actions of the Trust and its employees and agents relating to the Trust's processing of Subscription Agreements and the servicing of customer accounts; or (vi) any act or omission made in respect of its function as Placement Agent; provided, however, that, in no event shall anything contained herein be so construed as to protect the Placement Agent against any liability to which the Placement Agent would otherwise be subject by reason of its gross negligence, willful misfeasance or bad faith or reckless disregard of its obligations and duties under this Agreement, or violation of any applicable law by the Placement Agent in connection with the distribution of Shares. The Trust's agreement to indemnify the Placement Agent, and other indemnitees as aforesaid is expressly conditional upon the Trust being promptly notified of any action brought against the Placement Agent, such notification to be given by letter or facsimile addressed to the Trust at the address set forth in this Agreement or other address communicated to the Placement Agent in writing (but only to the extent that the Trust is prejudiced by the failure to give prompt notice), and further conditional upon the Placement Agent reasonably cooperating with the Trust with respect to any claim or demand for which the Placement Agent seeks indemnity and promptly defending such claims if the Trust reasonably requests. In addition, any determination by the Trust under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Trust agrees to promptly notify the Placement Agent of the commencement of any litigation proceeding against the Trust or any of its officers or trustees in connection with the issue and sale of any Shares. Any amounts owed by the Trust to the Placement Agent under this Section 6 shall only be paid out of assets and property of the Fund by (and not, for the Sub-Advisor for use thereinavoidance of doubt, out of the assets and property associated with any other separate series of the Trust as may be organized from time to time). (cb) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall The Placement Agent agrees to indemnify, defend and hold harmless the Fund, the Advisor, Trust and their respective principals, members, partners, shareholders, managers, each of its officers, directors, employees, agents, Trustees and other applicable representatives (collectively, the “Fund Parties”) controlling persons free and harmless from and against any and all Losses suffered claims, demands, liabilities and reasonable expenses (including the cost of investigating or sustained defending against such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which such party may incur, but only to the extent that such liability or expense incurred by Fund Parties as such party resulting from such claims or demands shall arise out of or be based upon the result of (i) any Sub-Advisor Party’s fraudPlacement Agent's gross negligence, gross negligence willful misfeasance, bad faith or willful misconduct in the performance or non-performance reckless disregard of its obligations and duties to the Fund or the Sub-Advisor’s breach of under this Agreement or violation by the Placement Agent of any applicable law in connection with the distribution of Shares. The Placement Agent's agreement to indemnify such party as aforesaid is expressly conditional upon the Placement Agent being promptly notified of any action brought against such party, such notification to be given by letter or facsimile addressed to the Placement Agent at its address set forth herein or other address communicated to the Trust in writing (iibut only to the extent that the Placement Agent is prejudiced by the failure to give prompt notice), and further conditional upon such party reasonably cooperating with the Placement Agent with respect to any claim or demand for which any of such party seeks indemnity and promptly defending such claims if the Placement Agent reasonably requests. (c) If recovery is not available under the foregoing indemnification provisions of this Section 6 for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution toward the amount paid or payable by such indemnified party as a result of the liabilities, claims, costs (including attorneys fees and expenses) damages and expenses referred to in Subsection (a) or (b) above. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the relative benefits received by each party from the offering of the Shares, the parties' relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any untrue statement of a material fact contained in or omission, and any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to equitable considerations appropriate under the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereincircumstance. (d) The foregoing provisions Promptly after receipt by either party of notice of any claim or the commencement of any action or proceedings with respect to which such party may be entitled to be indemnified hereunder, the party claiming a right to indemnification (the "Indemnified Party") will notify the other party (the "Indemnifying Party") in writing of such claim or the commencement of such action or proceedings, and the Indemnifying Party will assume the defense of such action or proceeding and will employ counsel satisfactory to the Indemnified Party and will pay the fees and expenses of such counsel as incurred. Notwithstanding the preceding sentence, the Indemnified Party will be entitled to employ counsel separate from the Indemnifying Party's counsel and from any other party in such action if the Indemnified Party determines that a conflict of interest exists which makes counsel chosen by the Indemnifying Party not advisable or if the Indemnified Party reasonably determines that the Indemnifying Party's assumption of the defense does not adequately represent the Indemnified Party's interest. In such event the Indemnifying Party will pay the fees and disbursements of such separate counsel, but in no event shall the Indemnifying Party be liable for indemnification shall be the fees and expenses of more than one counsel (in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise local counsel) for the Indemnified Party in connection with any breach one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. (e) The Indemnifying Party agrees that it will not, without the prior written consent of the Indemnified Party, settle any pending or threatened claim or proceeding related to or arising out of such engagement or transactions or conduct in connection therewith (whether or not the Indemnified Party is a party to such claim or proceeding) unless such settlement includes a provision unconditionally releasing the Indemnified Party from and holding the Indemnified Party harmless against all liability in respect of claims by any releasing party related to or arising out of such engagement or any transaction or conduct in connection therewith. The Indemnifying Party will also promptly reimburse the Indemnified Party for all reasonable expenses (including counsel fees) as they are incurred by the Indemnified Party in connection with investigating, preparing or defending, or providing evidence in, any pending or threatened claim or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is a party to such claim or proceeding) or in enforcing this Agreement. (f) The provisions of this Section 6 shall survive termination of this Agreement.

Liability Indemnification. (a) Except as may otherwise Section 9.1 Landlord's Exculpation and Limitation of Liability Landlord, its employees, its agents, and the holders of any Superior Interest or Subordinated Interest shall not be provided liable to Tenant and Tenant hereby waives all claims against such parties for any injury to or death of any person or for loss of use of or damage to or destruction of property in or about the Premises or the Project from any cause whatsoever, including without limitation, that occasioned by or through the acts or omissions of persons occupying any part of the Project, or occasioned by burst, stopped or leaking pipes or apparatus for the distribution or collection of water, wastewater, gas or steam, or by leakage from the roof, walls or subsurface, or by falling plaster or ceiling panels, or by electrical wiring. The foregoing waiver shall not apply to the extent caused by the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance of Landlord, its employees or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of agents, provided, however, the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as diminish or affect the waivers by Tenant and Landlord pursuant to relieve (or attempt to relieve) Section 14.3 and in no event shall Landlord, its employees and agents, and the Sub-Advisor holders of any liability to the extent that such liability may not Superior Interest or Subordinated Interest be waived, modified liable for any loss of profits or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act damages from business interruptions or any other Applicable lawconsequential damages. Landlord shall defend (with counsel reasonably acceptable to Tenant), the Fund shall indemnify, defend indemnify and hold harmless each Sub-Advisor Party Tenant and its officers, directors, shareholders, subsidiaries, employees, agents and representatives from and against any and all lossesclaims, actions, lawsuits (including, but not limited to, claims, damagesactions and lawsuits brought by the government or third parties), obligationslosses, penaltiescosts (including, actionsbut limited to, suitscourt costs, judgmentscosts of appeal, and cleanup, removal and remediation costs associated with any Hazardous Materials), liabilities, contribution claims, damages and expenses including, but not limited to, attorneys' fees and court costs, and expenses (includingarising, without limitationwhether before or after the expiration or earlier termination of the Lease, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result out of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, the gross negligence or willful misconduct in the performance of Landlord or non-performance of its duties to the Fund Landlord's employees, agents or the Sub-Advisor’s breach of this Agreement or contractors, (ii) any untrue statement breach of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund Lease by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the AdvisorLandlord, and their respective principals(iii) the presence, membersrelease, partnersdischarge, shareholdersspill, managersremoval, officersremediation, directorsuse, storage, disposal, transportation or existence of any Hazardous Materials to, from, on, under or about any part of the Project existing or arising solely and directly as a result of the activities of Landlord or Landlord's employees, agents, and other applicable representatives (collectively, agents or contractors on or about the “Fund Parties”) from and against any and all Losses suffered Project. Landlord's indemnity obligations set forth herein shall survive the expiration or sustained by Fund Parties as earlier termination of the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinLease. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a1) Except as may otherwise be provided by the Investment Company Act or Neither Consultant nor any other Applicable lawof its affiliates, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or nor any of their respective affiliates, principals, managers, members, officers, directors, employeespartners, equity holdersmanagers, agents shareholders, managers, employees or agents, shall be liable to Owner for (i) revocation of the License or any error of judgment or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by any of such Sub-Advisor Party parties under this Agreement or otherwise on behalf otherwise, unless such error or judgment or other act or omission results from the gross misconduct or negligence of such parties, or (ii) any delay in the construction of the FundSystem or the performance of its obligations hereunder unless such delay or failure of performance results from the gross misconduct or negligence of such parties. (2) Owner hereby indemnifies, defends and holds harmless Consultant and its affiliates and their respective officers, directors, partners, shareholders, members, managers, employees and agents from and against all liabilities and expenses (including reasonable attorneys' fees and disbursements) incurred by Consultant or its affiliates that arise out of or result from any default by Owner in the performance of its obligations under this Agreement or any third party claim against Consultant or its affiliates based upon the negligence, willful misconduct or breach by Owner of any of the provisions of this Agreement on its part to be performed, except when to the extent (and only to the extent) any such action liabilities or inaction is found to have been expenses arise out of or result from the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct of Consultant or its affiliates. Consultant hereby indemnifies, defends and holds harmless Owner and its affiliates and their respective officers, directors, partners, shareholders, members, managers, employees and agents from and against all liabilities and expenses (including reasonable attorneys' fees and disbursements) incurred by Owner or its affiliates that arise out of or result from any default by Consultant in the performance or non-performance of its duties to obligations under this Agreement or any third party claim against Owner or its affiliates based upon the Fund negligence, willful misconduct or the Sub-Advisor’s breach by Consultant of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not Agreement on its part to be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability performed, except to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) (and only to the fullest extent permitted by law. (bextent) Except as may otherwise be provided by the Investment Company Act any such liabilities or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result arise out of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of result from the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance of Owner or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinaffiliates. (c3) Except as may otherwise Claims for indemnification under Section 10(c)(2) shall be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties made ---------------- pursuant to the Fund or procedures set forth in Section 8.4 of the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Purchase Agreement.

Liability Indemnification. (a) Except as may otherwise be provided by The Administrator shall give the Investment Company Act or any other Applicable law, none Fund the benefit of the Sub-Advisor Parties shall Administrator’s reasonable best efforts and diligence in rendering services under this Agreement. The parties acknowledge the importance of the Administrator freely exercising its reasonable judgment in the performance of its responsibilities, obligations and duties hereunder, and thus the Administrator may rely on information reasonably believed by it to be liableaccurate and reliable. Accordingly, responsible or accountable in damages or otherwise to the Fundabsence of willful misfeasance, the Advisorbad faith, gross negligence, or any reckless disregard of their respective affiliatesthe responsibilities, principalsobligations or duties hereunder, managers, membersneither the Administrator nor its shareholders, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees control persons (collectively, the “Fund and its Related Covered Persons”) or shall be subject to third parties under this Agreement any liability for any act or omission performed in connection with or omitted by such Sub-Advisor Party arising out of any services rendered under this Agreement or otherwise on behalf related to this Agreement, or for any Losses (as defined below) that may be sustained in the purchase, holding or sale of any security or other asset by the Fund. The Administrator shall be responsible as provided herein for the performance of only such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of any other party, including other agents of or service providers to the Fund. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. (b) The Administrator is authorized and instructed to rely upon the information it receives from the Fund, except when members of the Board or any third-party agent (including, without limitation, the Fund’s custodian(s), sub-adviser(s), and pricing services or sources) authorized by the Fund to provide such action information to the Administrator. The Fund and any third-party agents from which the Administrator shall receive or inaction is found obtain certain records, reports and other data used or relied upon by the Administrator in rendering the services provided hereunder are solely responsible for the contents of such information, including, without limitation, the accuracy thereof. The Administrator has no responsibility to have been review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered by the Fund as a result of the Administrator’s reliance on and utilization of such Subinformation. The Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Fund or any third-Advisor Partyparty agent to provide it with the information required. (c) The Fund shall indemnify and save harmless the Covered Persons and their executors, heirs, assigns, successors or other legal representatives (“Indemnitees”), to the fullest extent permitted by law, from and against any and all claims, liabilities, damages, losses, costs, charges, fees, penalties and other expenses (including reasonable attorney’s fraudfees and disbursements) of every nature and character (“Losses”), gross negligence which may be asserted against or willful misconduct incurred by any Indemnitee or for which any Indemnitee may be held liable (a “Claim”) and that in any way arise out of or in connection with, or in any way relate to, the performance or non-performance of its duties to or by the Fund or the Sub-Advisor’s breach Indemnitee of this Agreement. Notwithstanding any of the foregoing to the contraryAdministrator’s duties, the provisions of this Section 10(a) responsibilities, or services hereunder, whether express or implied hereunder; provided, however, that no Indemnitee shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of indemnified against any liability to by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party Indemnitee’s duties under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Partiesdisabling conduct”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein). (d) The foregoing provisions for indemnification Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties), shall be paid from time to time by the Fund in addition to, and shall in no respect limit advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or restrict, any other remedies which may be available on behalf of the Indemnitee to a party repay amounts so paid to the Fund if it is ultimately determined that indemnification of such expenses is not indemnifiable under this Agreement; provided, at lawhowever, that expenses shall not be advanced by the Fund unless (i) the Indemnitee has provided security considered in the reasonable discretion of the Board to be appropriate for such undertaking; or (ii) the Fund shall be insured against losses arising from any such advance payments; or (iii) a reasonable belief is formed that the Indemnitee ultimately will be found entitled to indemnification, as determined by either (x) a majority of the Board members who are not interested persons (as such term is defined in the 0000 Xxx) of the Fund who are not parties to the proceeding, acting on the matter, or (y) independent legal counsel, in equity a written opinion that includes a discussion of pertinent facts and legal analysis, based upon a review of readily available facts (as opposed to a full trial-type inquiry). (e) Promptly after receipt of notice of the commencement of an investigation, action, claim or otherwise proceeding, an Indemnitee shall notify the Fund in writing of the commencement thereof, although the failure to do so shall not prevent recovery under this paragraph. The Fund shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Loss or Claim, but if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund and approved by the Indemnitee, which approval shall not be unreasonably withheld. In the event the Fund elects to assume the defense of any such suit and retain such counsel and notifies the Indemnitee of such election, the Indemnitee in such suit shall bear the fees and expenses of any additional counsel retained by it subsequent to the receipt of the Fund’s election. If the Fund does not elect to assume the defense of any such suit, or in case the Indemnitee does not, in the exercise of reasonable judgment, approve of counsel chosen by the Fund, or in case there is a conflict of interest between the parties or a party and any Indemnitee, the Fund will reimburse the Indemnitee in such suit for the reasonable fees and expenses of any counsel retained by the Indemnitee. (f) In the event the Fund elects to assume its own defense in any such suit, the Fund agrees that it shall not enter into any settlement agreement or similar agreement with other parties in such suit unless the Administrator and all of the other Indemnitees named as defendants are unconditionally released in such agreement or arrangement, or unless the Administrator provides its consent to such settlement or similar arrangement in writing. (g) The Administrator shall look solely to Fund property for satisfaction of claims of any nature against the Fund or a member of the Board, officer or agent of the Fund arising in connection with the affairs of the Fund. (h) The indemnification agreement and all obligations of the parties contained in this Section 7 shall remain operative and in full force and effect regardless of any breach investigation made by or on behalf of any party seeking indemnification and shall survive the delivery of any shares of the Fund and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of parties indemnified hereunder and their estates and successors.

Liability Indemnification. (a) Except as may otherwise be provided None of the General Partner, the Manager, any member of the Management Team, any of the respective Affiliates of any of the foregoing Persons, and any member of the Limited Partner Committee (together with the Limited Partner that such member represents), shall have liability to the Partnership or to any Partner for any loss suffered by the Investment Company Act Partnership that arises out of any action or any other Applicable law, none omission of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, such Person or any of their respective affiliatesits Affiliates, principals, managers, members, officers, directors, employees, equity holders, agents if such Person or other applicable representatives or any its Affiliates reasonably and in good faith determined that such course of their respective successors, assignees or transferees (collectively, conduct was in the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf best interest of the FundPartnership, except when and such action course of conduct did not constitute fraud, willful misconduct, or inaction is found to have been gross negligence on the result part of such Sub-Advisor Party’s fraud, gross negligence Person or willful misconduct its Affiliates in the performance or non-performance of fulfilling its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contraryPartnership. (b) The Partnership shall, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by , indemnify the Investment Company Act or any other Applicable lawGeneral Partner, the Fund shall indemnifyManager, defend each Member of the Management Team, any of the respective Affiliates of any of the foregoing Persons, and hold harmless each Sub-Advisor Party member of the Limited Partner Committee (together with the Limited Partner that such member represents), from and against any and all losses, claims, damages, obligations, penalties, actions, suitsexpenses, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in contesting (including legal fees and court costs) or in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or them in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the FundPartnership, and such Losses provided that the same were not found to have been the result of (i) such Sub-Advisor Party’s fraud, willful misconduct, or gross negligence on the part of such Person or willful misconduct any of its Affiliates in the performance or non-performance of fulfilling its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinPartnership. (c) Except as may otherwise be provided by The Partnership shall not incur the Investment Company Act or cost of the portion of any insurance, other Applicable lawthan public liability insurance, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and to insure any Person against any and all Losses suffered or sustained by Fund Parties liability as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if which such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinPerson is herein prohibited from being indemnified. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrictUpon receipt from the General Partner, any other remedies of its Affiliates, including any member of the Management Team, or any member of the Limited Partner Committee or the Limited Partner which may such member represents of a notice that (i) identifies a claim or proceeding involving such party; (ii) states that such party reasonably believes that it will be available entitled to a indemnity in relation to such claim or proceeding under Section 3.7(b); and (iii) contains an undertaking by such party to refund to the Partnership any amounts advanced under this AgreementSection 3.7(d) in the event it is finally determined (after all appeals or the expiration of appeal periods) that such party is not entitled to such indemnity, at law, the Partnership shall advance to such party on a current basis any amounts paid or incurred by such party in equity contesting such claim or otherwise in connection with proceeding (including legal fees and court costs). The Partnership shall make any breach such advances without consideration for the creditworthiness of this Agreementsuch party or any security for such party’s obligation to refund such payments.

Liability Indemnification. (aSubject to Sections 7.6(e) Except as may otherwise be provided by and 7.8, the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties General Partner shall not be liable, responsible or accountable to the Partnership or the other Partners in damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise in connection with the acts of the General Partner, carried out on behalf of the FundPartnership SPECIFICALLY INCLUDING THE SOLE, except when such action or inaction is found to have been PARTIAL OR CONCURRENT NEGLIGENCE of the result of such Sub-Advisor Party’s General Partner; provided, however, the General Partner shall be liable for fraud, willful misconduct, or gross negligence or willful misconduct in committed toward the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this AgreementPartnership. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but The General Partner shall be construed so as to effectuate indem­nified by the provisions of this Section 10(a) Partnership to the fullest extent permitted by law. (b) Except as may otherwise be provided Article 11 of the Act from the assets of the Partnership, but not by the Investment Company Act or any other Applicable lawLimited Partners, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all lossesloss, claimsexpense, damagesdamage, obligationsor injury suffered or sustained by the General Partner by reason of any acts, penaltiesomissions or alleged acts or omissions, actionseven if such acts or omissions constituted the negligence of the General Partner, suitsarising out of their activities on behalf of the Partners­hip or in furtherance of the interests of the Partner­ship, judgmentsincluding but not limited to any judgment, liabilitiesaward, costssettle­ment, and expenses (including, without limitation, reasonable attorneys’ fees and accountants’ fees, as well as other costs and or expenses incurred in connection con­nection with the defense of any actual or threatened action action, proceeding or proceeding) claim if the acts, omissions or alleged acts or omissions upon which such actual or threat­ened action, proceed­ing, or claim is based were for a pur­pose reasonably believed by the General Partner to be in the best interests of the Partner­ship and amounts paid were not per­formed or omitted fraudulently or in settlement of any claims (collectively, “Losses”) suffered bad faith or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission gross negligence by such Sub-Advisor Party under this Agreement indemni­fied party. In addition to the foregoing, it is agreed that in no event shall the General Partner be liable for any loss or otherwise on behalf damage to Partnership property caused by strikes, labor troubles, riots, fires, tornadoes, hurricanes, floods, acts of a public enemy, insurrections, acts of God, breakdown or failure of plant or machinery, failure to carry out the provisions hereof due to provisions of law or rules or regulations promulgated by any governmental agency or any demand or requisition of any government, or from any other cause beyond the control of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinGeneral Partner. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided by The Administrator shall give the Investment Company Act or any other Applicable law, none Fund the benefit of the Sub-Advisor Parties shall Administrator’s reasonable best efforts and diligence in rendering services under this Agreement. The parties acknowledge the importance of the Administrator freely exercising its reasonable judgment in the performance of its responsibilities, obligations and duties hereunder, and thus the Administrator may rely on information reasonably believed by it to be liableaccurate and reliable. Accordingly, responsible or accountable in damages or otherwise to the Fundabsence of willful misfeasance, the Advisorbad faith, gross negligence, or any reckless disregard of their respective affiliatesthe responsibilities, principalsobligations or duties hereunder, managers, membersneither the Administrator nor its shareholders, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees control persons (collectively, the “Fund and its Related Covered Persons”) or shall be subject to third parties under this Agreement any liability for any act or omission performed in connection with or omitted by such Sub-Advisor Party arising out of any services rendered under this Agreement or otherwise on behalf related to this Agreement, or for any Losses (as defined below) that may be sustained in the purchase, holding or sale of any security or other asset by the Fund. The Administrator shall be responsible as provided herein for the performance of only such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of any other party, including other agents of or service providers to the Fund. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. (b) The Administrator is authorized and instructed to rely upon the information it receives from the Fund, except when members of the Board or any third-party agent (including, without limitation, the Fund’s custodian(s), sub-adviser(s), and pricing services or sources) authorized by the Fund to provide such action information to the Administrator. The Fund and any third-party agents from which the Administrator shall receive or inaction is found obtain certain records, reports and other data used or relied upon by the Administrator in rendering the services provided hereunder are solely responsible for the contents of such information, including, without limitation, the accuracy thereof. The Administrator has no responsibility to have been review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered by the Fund as a result of the Administrator’s reliance on and utilization of such Subinformation. The Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Fund or any third-Advisor Partyparty agent to provide it with the information required. (c) The Fund shall indemnify and save harmless the Covered Persons and their executors, heirs, assigns, successors or other legal representatives (“Indemnitees”), to the fullest extent permitted by law, from and against any and all claims, liabilities, damages, losses, costs, charges, fees, penalties and other expenses (including reasonable attorney’s fraudfees and disbursements) of every nature and character (“Losses”), gross negligence which may be asserted against or willful misconduct incurred by any Indemnitee or for which any Indemnitee may be held liable (a “Claim”) and that in any way arise out of or in connection with, or in any way relate to, the performance or non-performance of its duties to or by the Fund or the Sub-Advisor’s breach Indemnitee of this Agreement. Notwithstanding any of the foregoing to the contraryAdministrator’s duties, the provisions of this Section 10(a) responsibilities, or services hereunder, whether express or implied hereunder; provided, however, that no Indemnitee shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of indemnified against any liability to by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party Indemnitee’s duties under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Partiesdisabling conduct”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein). (d) The foregoing provisions for indemnification Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties), shall be paid from time to time by the Fund in addition to, and shall in no respect limit advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or restrict, any other remedies which may be available on behalf of the Indemnitee to a party repay amounts so paid to the Fund if it is ultimately determined that indemnification of such expenses is not indemnifiable under this Agreement; provided, at lawhowever, that expenses shall not be advanced by the Fund unless (i) the Indemnitee has provided security considered in the reasonable discretion of the Board to be appropriate for such undertaking; or (ii) the Fund shall be insured against losses arising from any such advance payments; or (iii) a reasonable belief is formed that the Indemnitee ultimately will be found entitled to indemnification, as determined by either (x) a majority of the Board members who are not interested persons (as such term is defined in the 1940 Act) of the Fund who are not parties to the proceeding, acting on the matter, or (y) independent legal counsel, in equity a written opinion that includes a discussion of pertinent facts and legal analysis, based upon a review of readily available facts (as opposed to a full trial-type inquiry). (e) Promptly after receipt of notice of the commencement of an investigation, action, claim or otherwise proceeding, an Indemnitee shall notify the Fund in writing of the commencement thereof, although the failure to do so shall not prevent recovery under this paragraph. The Fund shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Loss or Claim, but if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund and approved by the Indemnitee, which approval shall not be unreasonably withheld. In the event the Fund elects to assume the defense of any such suit and retain such counsel and notifies the Indemnitee of such election, the Indemnitee in such suit shall bear the fees and expenses of any additional counsel retained by it subsequent to the receipt of the Fund’s election. If the Fund does not elect to assume the defense of any such suit, or in case the Indemnitee does not, in the exercise of reasonable judgment, approve of counsel chosen by the Fund, or in case there is a conflict of interest between the parties or a party and any Indemnitee, the Fund will reimburse the Indemnitee in such suit for the reasonable fees and expenses of any counsel retained by the Indemnitee. (f) In the event the Fund elects to assume its own defense in any such suit, the Fund agrees that it shall not enter into any settlement agreement or similar agreement with other parties in such suit unless the Administrator and all of the other Indemnitees named as defendants are unconditionally released in such agreement or arrangement, or unless the Administrator provides its consent to such settlement or similar arrangement in writing. (g) The Administrator shall look solely to Fund property for satisfaction of claims of any nature against the Fund or a member of the Board, officer or agent of the Fund arising in connection with the affairs of the Fund. (h) The indemnification agreement and all obligations of the parties contained in this Section 7 shall remain operative and in full force and effect regardless of any breach investigation made by or on behalf of any party seeking indemnification and shall survive the delivery of any shares of the Fund and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of parties indemnified hereunder and their estates and successors.

Liability Indemnification. (a) Except as may otherwise In taking any action required by this Agreement, Mxxxx Securities and the Participating Broker-Dealers shall be entitled to rely in good faith upon the information provided by the Investment authorized representatives or agents of the Company. Except for the responsibilities specifically allocated to Mxxxx Securities under this Agreement, the Company Act or any other Applicable law, agrees and acknowledges that none of the SubParticipating Broker-Advisor Parties shall be liableDealers, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their respective affiliatesaffiliates or any owner, principalsofficer, managersemployee or representatives of the foregoing has any responsibility for (among other things) Shares, membersthe Company or the performance of an investment in the Shares. Mxxxx Securities and Participating Broker-Dealers shall not be liable hereunder for any losses caused by any act, or failure to act, unless it has been determined by a court of competent jurisdiction that such loss resulted from its fraud, willful misfeasance, gross negligence, or material breach of a representation, warranty or covenant herein, or breach of applicable securities laws or regulations. To the extent permitted by applicable law, the Company shall indemnify from its assets, Mxxxx Securities, the Participating Broker-Dealers and each of their respective affiliates and their respective directors, officers, directors, employees, equity holdersagents, agents or other applicable representatives or any of their respective successorspartners and shareholders (each, assignees or transferees (collectively, the a “Fund and its Related PersonsDealer Indemnified Person”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costsdamages and expenses, and expenses (including, without limitation, including reasonable attorneys’ and accountants’ legal fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained to which a Dealer Indemnified Person may become subject by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result reason of (i) such Sub-Advisor Party’s fraud, gross negligence any untrue statement or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any alleged untrue statement of a material fact contained in any registration statementdocument, proxy materialsfurnished or made available by the Company, reports, advertisements, sales literatureto any offeree of the Shares or any of their representatives, or other materials pertaining to the Fund omission or the alleged omission to state therein a material fact that was required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleadingmisleading (provided, if however, that such indemnity shall not apply to any such claims, liabilities, damages or expenses arising out of or based upon an untrue statement or alleged untrue statement of material fact or an omission was made or alleged omission of material fact in reliance upon any information furnished to by Mxxxx Securities specifically for inclusion in the Advisor or the Fund Registration Statement); (ii) any breach by the SubCompany of a representation, warranty or covenant made by the Company in this Agreement; or (iii) any breach by the Company of applicable securities laws or regulations (other than as a result of a material breach by Mxxxx Securities of its obligations hereunder); or (iv) Mxxxx Securities’ or Participating Broker-Advisor Dealers’ activities in respect of the Shares unless it has been determined by a court of competent jurisdiction that such Dealer Indemnified Person’s conduct constituted fraud, willful misfeasance or gross negligence. (b) To the extent permitted by applicable law, Mxxxx Securities, severally and not jointly, will indemnify the Company and its affiliates and their respective affiliates’ respective directors, officers, employees, delegates, agents, members, partners and shareholders (each, an “Company Indemnified Person”) against all claims, liabilities, damages and expenses, including reasonable legal fees, to which the Company Indemnified Person may become subject by reason of any action or omission by Mxxxx Securities that (i) is determined by a court of competent jurisdiction to have constituted fraud, willful misfeasance or gross negligence, or (ii) is the result of a material breach by Mxxxx Securities of its representations, warranties and covenants made pursuant to this Agreement, (iii) is the result of a breach by Mxxxx Securities of applicable securities laws or regulations or (iv) is the result of an untrue statement or alleged untrue statement of material fact or an omission or alleged omission of material fact in any information furnished by Mxxxx Securities specifically for use thereininclusion in the Registration Statement. (c) Except as may otherwise be provided Promptly after receipt by the Investment a Dealer Indemnified Person or an Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives Indemnified Person (collectively, the “Fund PartiesIndemnified Persons”) from and under this Section 7 of notice of any claim or the commencement of any action, such Indemnified Person shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 7 (each an “Indemnifying Party”), notify such Indemnifying Party in writing of the claim or the commencement of that action; provided that the failure to notify the Indemnifying Party will not relieve such Indemnifying Party from any liability which it may have to an Indemnified Person unless such failure materially affects such Indemnifying Party’s case. If any such claim or action is brought against any Indemnified Person, and all Losses suffered an Indemnifying Party thereof is notified, the Indemnifying Party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified party, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Person (which consent may not be unreasonably withheld or sustained delayed). After notice from the Indemnifying Party to the Indemnified Person of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Person under this Section 7 for any legal or other expenses subsequently incurred by Fund Parties as the result Indemnified Person in connection with the defense thereof other than reasonable costs of investigation in connection with the defense. The Indemnified Person will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such Indemnified Person unless (i) any Sub-Advisor the employment of counsel by the Indemnified Person has been authorized in writing by the Indemnifying Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement a conflict or potential conflict exists (based on advice of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining counsel to the Fund Indemnified Person) between the Indemnified Person and the Indemnifying Party (in which case the Indemnifying Party will not have the right to assume the defense of such action on behalf of the Indemnified Person) or (iii) the omission Indemnifying Party has not in fact employed counsel to state therein assume the defense of such action within a material fact known to reasonable time after receiving notice of the Sub-Advisor that was required to commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be stated therein at the expense of the Indemnifying Party or necessary to make Parties. No compromise or settlement of any claim may be effected by an Indemnifying Party without the statements therein Indemnified Person’s consent unless such compromise or settlement does not misleading, if such statement include a finding or omission was made in reliance upon information furnished to the Advisor or the Fund admission by the Sub-Advisor for use thereinIndemnified Person of any violation of any law, rule or regulation or any violation of the rights of any person, each Indemnified Person is unconditionally released from all liability arising therefrom and the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a parties hereby designate each of the Participating Broker-Dealers as third-party under this Agreement, at law, in equity or otherwise in connection with any breach beneficiaries of this AgreementSection 7 of this Agreement having the right to enforce this Section 7.

Liability Indemnification. (a) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to To the extent that such liability may not be waived, modified or limited under permitted by applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund Issuer shall indemnify, defend and hold harmless the Dealer Manager, each Sub-Advisor Party Participating Dealer and each of their respective officers, directors, employees, members, partners, affiliates, agents and representatives, and each person, if any, who controls the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Dealer Manager Indemnified Persons”) from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses claims (including, without limitation, including reasonable attorneys’ fees and accountants’ feesthe reasonable cost of investigation), as well as other costs and expenses incurred in connection with the defense of any actual damages or threatened action liabilities, joint or proceeding) and amounts paid in settlement of any claims several (collectively, “Losses”) suffered or sustained by ), to which any Dealer Manager Indemnified Person may become subject insofar as such Sub-Advisor Party as a result Losses arise out of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of are based upon: (i) such Sub-Advisor Party’s fraud, gross negligence any (1) untrue statement or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any alleged untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, Offering Materials or other materials pertaining to the Fund (2) omission or the alleged omission to state therein of a material fact that was required to be stated therein in any Offering Materials or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, if however, that such indemnity shall not apply to any such Losses arising out of or based upon an untrue statement or alleged untrue statement of material fact or an omission was made or alleged omission of material fact in reliance upon any information furnished by or on behalf of the Dealer Manager or by or on behalf of any Participating Dealer specifically for inclusion in the Offering Materials; (ii) any breach by the Issuer of a representation, warranty or covenant made by the Issuer in this Agreement; (iii) any material failure by the Issuer to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Advisor or the Fund Private Offering (other than as a result of a material breach by the SubDealer Manager of its obligations hereunder), or (iv) any matters relating to the Class P-Advisor for use thereinY Units; provided, however, that the Issuer shall not provide any such indemnification to a particular Dealer Manager Indemnified Person to the extent it has been determined by a court of competent jurisdiction that such Losses resulted from such Dealer Manager Indemnified Person’s fraud, willful misfeasance, gross negligence, or material breach of a representation, warranty or covenant herein, which shall have no impact on the Issuer’s obligations herein to each other Dealer Manager Indemnified Person. (ca) Except as may otherwise be provided The Issuer will reimburse each Dealer Manager Indemnified Person for any legal or other expenses reasonably incurred by such Dealer Manager Indemnified Person in connection with investigating or defending any Losses with respect to which such Dealer Manager Indemnified Person is entitled to indemnification hereunder. (b) To the Investment Company Act or any other Applicable extent permitted by applicable law, the Sub-Advisor shall Dealer Manager will indemnify, defend and hold harmless the FundIssuer, each of the Advisor, and their respective principals, members, partners, shareholders, managers, Issuer’s officers, directors, employees, agentsmembers, partners, affiliates, agents and representatives, and other applicable representatives each person, if any, who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Fund PartiesIssuer Indemnified Persons”) from and against any and all Losses suffered to which any Issuer Indemnified Person may become subject insofar as such Losses arise out of or sustained by Fund Parties as the result of are based upon: (i) any Sub-Advisor Party’s fraud, gross negligence (1) untrue statement or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any alleged untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, Offering Materials or other materials pertaining to the Fund (2) omission or the alleged omission to state therein of a material fact known to the Sub-Advisor that was required to be stated therein in any Offering Materials or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading; provided, if that, in each case described in this clause (i) to the extent, but only to the extent, that such untrue statement or alleged untrue statement of material fact or omission or alleged omission of a material fact was made in reliance upon and in conformity with written information that was furnished to the Advisor Issuer by the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of and inclusion in the Offering Materials; (ii) a material breach by the Dealer Manager of any representation, warranty or covenant made by it pursuant to this Agreement; (iii) any material failure by the Dealer Manager to 10739013 v20 perform its obligations hereunder or a material breach by the Dealer Manager of applicable securities laws or regulations (other than as a result of a material breach by the Issuer of its obligations hereunder); or (iv) any action or omission by the Dealer Manager in connection with the performance of its duties under this Agreement that is determined by a court of competent jurisdiction to have constituted fraud, willful misconduct or gross negligence; provided, however, that the Dealer Manager shall not provide any such indemnification to the extent it has been determined by a court of competent jurisdiction that such Losses resulted from the Issuer’s fraud, willful misfeasance, gross negligence, or material breach of a representation, warranty or covenant herein. (c) By virtue of entering into the Participating Dealer Agreement, each Participating Dealer severally will agree to indemnify, defend and hold harmless the Issuer, the Dealer Manager and each of their respective officers, directors, employees, members, partners, affiliates, agents and representatives, and each person, if any, who controls the Issuer or the Fund by Dealer Manager within the Sub-Advisor for use thereinmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any Losses to which any such person may become subject, as more fully described in each Participating Dealer Agreement. (d) The foregoing provisions Promptly after receipt by a Dealer Manager Indemnified Person or an Issuer Indemnified Person (collectively, “Indemnified Persons”) under this Section 8 of notice of any claim or the commencement of any action, such Indemnified Person shall, if a claim for indemnification shall in respect thereof is to be in addition to, and shall in no respect limit or restrict, made against any other remedies which may be available to a indemnifying party under this AgreementSection 8 (each an “Indemnifying Party”), at lawnotify such Indemnifying Party in writing of the claim or the commencement of that action; provided, in equity that, the failure to notify the Indemnifying Party will not relieve such Indemnifying Party from any liability which it may have to an Indemnified Person unless such failure materially affects or otherwise prejudices such Indemnifying Party. If any such claim or action is brought against any Indemnified Person, and an Indemnifying Party is notified thereof, the Indemnifying Party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified party, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Person (which consent may not be unreasonably withheld or delayed). After notice from the Indemnifying Party to the Indemnified Person of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Person under this Section 8 for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof other than reasonable costs of investigation in connection with the defense. The Indemnified Person will have the right to employ its own counsel in any breach such action, provided that the fees, expenses and other charges of this Agreementsuch counsel will be at the expense of such Indemnified Person unless (i) the employment of counsel by the Indemnified Person has been authorized in writing by the Indemnifying Party, (ii) a conflict or potential conflict exists (based on advice of counsel to the Indemnified Person) between the Indemnified Person and the Indemnifying Party (in which case the Indemnifying Party will not have the right to assume the defense of such action on behalf of the Indemnified Person) or (iii) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the Indemnifying Party or Parties. No compromise or settlement of any claim may be effected by an Indemnifying Party without the Indemnified Person’s prior consent, unless (A) such compromise or settlement does not include a finding or admission by the Indemnified Person of any violation of any law, rule or regulation or any violation of the rights of any person, (B) each Indemnified Person is unconditionally released from all liability arising therefrom, and (C) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party.

Liability Indemnification. (a) Except as may otherwise The Trading Manager shall not be provided by liable to the Investment Company Act or Company, the Members, their respective successors and assigns, nor to any other Applicable lawperson, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission, undertaken in good faith unless such act or omission performed constituted gross negligence, willful misconduct, bad faith or omitted reckless disregard. The Company is required to indemnify, defend and hold harmless the Trading Manager and its “affiliates” (as defined herein) from and against any loss, liability, damage, cost or expense actually and reasonably incurred (including reasonable attorneys and accounting expenses), arising from any act or omission, by such Sub-Advisor Party under this Agreement or otherwise on behalf of the FundCompany, except when including, without limitation, any demands, claims or lawsuits initiated by a Member; provided that, such action acts or inaction is found omissions were in the best interest of the Trading Companies and did not constitute gross negligence, willful misconduct, bad faith or reckless disregard. For the purposes of this Article IX, the term “affiliate” of a person shall mean: (i) any natural person, partnership, corporation, association, or other legal entity directly or indirectly owning, controlling, or holding with power to have been vote 10% or more of the result outstanding voting securities of such Sub-Advisor Party’s fraudperson; (ii) any partnership, gross negligence corporation, association, or willful misconduct other legal entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by such person; (iii) any natural person, partnership, corporation, association, or other legal entity directly or indirectly controlling, controlled by, or under common control with, such person; or (iv) any officer, director or partner of such person. Except as otherwise set forth in this Section IX, neither the performance Trading Manager, Xxxxxx Xxxxxxx & Co. Incorporated, nor any “affiliate” (as defined herein) shall be personally liable for the return or non-performance repayment of its duties all or any portion of the capital or profits of any Member (or assignee), it being expressly agreed that any such return of capital or profits made pursuant to this Agreement shall be made solely from the Fund or assets of the Sub-Advisor’s breach of this AgreementCompany. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) Article IX shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor Trading Manager of any liability to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) Article IX to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided To the fullest extent permitted by law, neither the Managing Member nor any of its Affiliates shall have any liability to the Company or to any Holder for any loss suffered by the Investment Company Act Company, any Subsidiary or any other Applicable law, none Holder that arises out of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been of the result Managing Member or its Affiliates, if the Managing Member, in good faith, determined that such course of conduct was in the best interests of the Company and/or any Subsidiary and such Sub-Advisor Party’s fraud, course of conduct did not constitute gross negligence or willful misconduct in of the performance or non-performance Managing Member. Without limiting the generality of the foregoing, the Managing Member and its duties Affiliates shall have no liability to the Fund Company or to any Holder for any loss suffered by the Sub-Advisor’s Company or any Holder that arises out of any action or inaction of the Managing Member or its Affiliates taken to avoid breach of this Agreement. Notwithstanding or default under any of the foregoing Company’s obligations under any financing to which the contraryCompany and/or any Subsidiary is a party and/or any legal requirement. (b) The Company shall, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by , indemnify the Investment Company Act or any other Applicable lawManaging Member and each of its Affiliates against, the Fund shall indemnify, defend and hold each such Person harmless each Sub-Advisor Party from and against from, any and all losses, claims, damages, obligations, penalties, actions, suitscosts, judgments, liabilities, costs, and expenses (including, without limitation, including reasonable attorneys’ fees and accountants’ fees, as well as other costs litigation and expenses incurred in connection with the defense of any actual or threatened action or proceedingappeal costs) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained incurred by such Sub-Advisor Party any of them as a result of any claims, and/or demands whatsoever against each such Person relating to any act performed or omitted to be performed by such Person in the performance of his or her duties under this Agreement in connection with any act the business or omission by such Sub-Advisor Party under this Agreement affairs of the Company or otherwise on behalf of in any way relating to the FundCompany, and such Losses any Subsidiary and/or the Property (collectively, the “Expenses”), provided that the same were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct on the part of the Managing Member or its Affiliates. Indemnification hereunder shall include, without limitation, payment by the Company, promptly upon demand, of all Expenses incurred in defending a civil or criminal action or proceeding as such Expenses are incurred in advance of the performance final disposition of such action or non-performance proceeding, but only upon receipt of its duties an undertaking by the Person indemnified to repay such payment if it shall be adjudicated not to be entitled to indemnification hereunder. Any such undertaking shall be accepted without reference to the Fund or financial capability of the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary Person indemnified to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinrepayment. (c) Except The Managing Member and its Affiliates shall be fully protected in relying in good faith upon the records of the Company and/or any Subsidiary and upon such information, opinions, reports or statements presented to the Company and/or any Subsidiary by any Person as may otherwise be provided to matters the Managing Member and/or its Affiliates reasonably believe are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Investment Company Act and/or any Subsidiary, including information, opinions, reports or statements as to the value and amount of assets, liabilities or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties facts pertinent to the Fund or the Sub-Advisor’s breach existence and amount of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining assets from which distributions to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to Members might properly be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinpaid. (d) The foregoing Notwithstanding the provisions of Sections 5.6(a)(i) and 5.6(a)(ii) hereof, the Managing Member and its Affiliates shall not be indemnified for liabilities arising under federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving securities law violations as to the particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and said agreement calls for indemnification. In any claim for indemnification for federal or state securities law violations, the party seeking indemnification shall be in addition toplace before the court the positions of the Securities and Exchange Commission and any relevant state securities division with respect to the issue of indemnification for securities law violations. (e) The Company may purchase and maintain insurance on its own behalf or on behalf of the Managing Member and its Affiliates, and shall in no respect limit whether or restrictnot the Company would have the power to indemnify such Persons against such expense, liability or loss under the Act or any other remedies which may be available to a party under applicable law as currently or hereafter in effect. (f) The provisions of this Agreement, at law, in equity or otherwise in connection with Section 5.6(a) shall survive any breach termination of this Agreement. (g) Notwithstanding anything to the contrary in the foregoing provisions of this Section 5.6(a), in the event that any provision in any such Section is determined to be invalid in whole or in part, such Section shall be enforced to the maximum extent permitted by law.

Liability Indemnification. (a) Except as may otherwise LAMP shall not be provided liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in the provision of fund accounting and reporting services pursuant to this Agreement, except for losses arising from LAMP’s gross negligence or willful misconduct in the performance of its duties, or by the Investment Company Act or any other Applicable law, none reason of the Sub-Advisor Parties shall be liable, responsible or accountable reckless disregard of its obligations and duties hereunder. As used in damages or otherwise to the Fundthis Section 6, the Advisorterm “LAMP “ shall include LAMP, or any of its affiliates and their respective affiliates, principals, managersshareholders, members, officers, directors, employees, equity holdersagents, agents or other applicable representatives or any of their respective successorscontrolling persons to which LAMP delegates obligations hereunder. Further, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement in no event shall LAMP be liable for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreementconsequential damages. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to To the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund Client shall indemnify, defend indemnify and hold harmless each Sub-Advisor Party from LAMP if made a party or threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of Client or the Funds), by reason of any act or omission or alleged act or omission relating to the Funds or this Agreement if such activities were performed in good faith either on behalf of the Funds or Client or in furtherance of the interests of the Funds or Client, and in a manner reasonably believed by it to be within the scope of the authority conferred by this Agreement or by law, against any and all losses, claims, damages, obligationsor expenses for which it has not otherwise been reimbursed (including, penaltiesbut not limited to, actions, suitsattorney’s fees, judgments, liabilities, costs, fines and expenses (including, without limitation, reasonable attorneys’ amounts paid in settlement) actually and accountants’ fees, as well as other costs and expenses reasonably incurred by it in connection with such action, suit or proceeding so long as it was not guilty of gross negligence, willful misconduct, reckless disregard of its duties and obligations hereunder with respect to such acts or omissions, and with respect to any criminal action or proceeding, has no reasonable cause to believe its conduct was unlawful. In no case shall Client be liable under this indemnity agreement with respect to any claim made against LAMP unless Client shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, but failure to so notify Client shall not relieve Client from any liability which it may have otherwise than on account of this indemnity agreement. Client shall be entitled to participate at its own expense in the defense or, if it so elects within a reasonable time after receipt of such notice, to assume the defense of any actual or threatened action or proceeding) suit so brought, which defense shall be conducted by counsel chosen by it and amounts paid in settlement satisfactory to LAMP. In the event that Client elects to assume the defense of any claims such suit and retain such counsel, LAMP shall bear the fees and expenses of any additional counsel thereafter retained by it unless (collectivelya) the employment of such counsel shall be authorized by Client, “Losses”or (b) suffered LAMP shall have reasonably concluded that its interests and those of Client are adverse or sustained inconsistent with respect to defenses against payment, in which event the reasonable fees and expenses of one counsel for all indemnified parties selected by LAMP shall be borne by Client. Client shall advance costs to LAMP so long as LAMP agrees in writing to reimburse Client for such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of costs (iwithout interest) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties event it is finally determined that LAMP is not entitled to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (d) reimbursement hereunder. The foregoing provisions for indemnification agreement of indemnity shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.LAMP. 3

Liability Indemnification. (a) Except as may otherwise The Sub-Advisor shall not be provided subject to any liability for any error of judgment, or mistake of law, or for any loss suffered by the Investment Company Act Trust in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services, or any other Applicable lawa loss resulting from willful misfeasance, none fraud, bad faith, gross negligence, or reckless disregard of its obligations and duties on the part of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such . The Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) Adviser shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend indemnify and hold harmless each Sub-Advisor Party from and against any the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses controlling persons (including, without limitation, reasonable attorneys’ and accountants’ feesas described in Section 15 of the Securities Act of 1933, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceedingamended) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund PartiesTrust Indemnitees”) from and against any and all Losses suffered claims, losses, liabilities or sustained damages (including reasonable attorney’s fees and other related expenses) incurred by Fund Parties as the result Trust Indemnitees in any action or proceeding between the Trust Indemnitee and any third party and arising from or in connection with the performance of (i) any the Sub-Advisor PartyAdviser’s obligations under this Agreement to the extent resulting from or relating to Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence negligence, or willful misconduct in to the performance or non-performance reckless disregard of its duties to the Fund or under this Agreement. The Adviser shall indemnify and hold harmless the Sub-AdvisorAdviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) (collectively, “Sub-Adviser Indemnitees”) from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s breach of fees and other related expenses) incurred by the Sub-Adviser Indemnitees in any action or proceeding between the Sub-Adviser Indemnitee and any third party and arising from or in connection with this Agreement (including, without limitation, any claims of infringement or (ii) any untrue statement misappropriation of the intellectual property rights of a material fact contained third party against the Sub-Adviser or any affiliated persons thereof relating to any index or index data provided to Sub-Adviser by the Adviser or Adviser’s agent and used by the Sub-Adviser in any registration statementconnection with performing its duties under this Agreement); provided, proxy materialshowever, reports, advertisements, sales literaturethat the Adviser’s obligation under this Section 6 shall be reduced to the extent that the claim against, or other materials pertaining to the Fund loss, liability or damage experienced by the omission to state therein a material fact known Sub-Adviser Indemnitee, is caused by or is otherwise related to the Sub-Advisor that was required to be stated therein Adviser’s own willful misfeasance, fraud, bad faith or necessary to make the statements therein not misleadinggross negligence, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party reckless disregard of its duties under this Agreement. Notwithstanding anything to the contrary contained herein, at lawno party to this Agreement shall be responsible or liable for its failure to perform under this Agreement or for any losses to the Assets resulting from any event beyond the reasonable control of such party or its agents, including, but not limited to, nationalization, expropriation, devaluation, seizure or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Assets; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in equity market rules and market conditions affecting the execution or otherwise in connection with settlement of transactions; or acts or war, terrorism, insurrection or revolution; or acts of God, or any breach other similar event. In no event, shall any party be responsible for incidental, consequential or punitive damages hereunder. The provisions of this Section shall survive the termination of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided by The Bank shall have no liability (in tort, contract or otherwise) to the Investment Company Act for any losses, claims, damages, liabilities or any other Applicable law, none of expenses arising from the Sub-Advisor Parties shall be liable, responsible or accountable Bank’s own acts in damages performing the Bank’s obligations hereunder or otherwise in connection with the Option Transfer Program and the JPMorgan Options, except for any such losses, claims, damages, liabilities or expenses primarily attributable to the Fund, Bank’s bad faith or gross negligence or the Advisor, or any Bank’s breach of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party obligations under this Agreement or otherwise on behalf any other Transaction Agreement. The Bank shall act as an independent contractor, and nothing herein contained shall constitute the Bank an agent of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by lawCompany. (b) Except as may otherwise be provided by The Company hereby agrees to hold the Investment Company Act Bank harmless and to indemnify the Bank (including any of the Bank’s affiliated companies and any director, officer, agent or employee of the Bank or any such affiliated company) and any director, officer or other Applicable lawperson controlling (within the meaning of Section 20(a) of the Exchange Act) the Bank (including any of the Bank’s affiliated companies) (collectively, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party “Indemnified Persons”) from and against any and all losses, claims, damages, obligationsliabilities or expenses (whether in contract, penalties, actions, suits, judgments, liabilities, coststort or otherwise, and expenses (including, without limitation, reasonable attorneys’ fees and accountants’ feesdisbursements of counsel) whatsoever (as incurred or suffered and including, as well as other costs but not limited to, any and all expenses reasonably incurred in connection with the defense of investigating, preparing or defending any actual or threatened action litigation or proceeding) , commenced or threatened, and amounts paid in settlement of whether or not the Bank or any claims other Indemnified Person shall be a party thereto (collectively, the “Losses”)) suffered or sustained by such Sub-Advisor Party as a result of arising out of, relating to or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (iic) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literatureTransaction Disclosure Material, or other materials pertaining to the Fund any omission or the alleged omission to state therein in any such material a material fact that was required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made, not misleading, (d) any withdrawal or termination by the Company of the Option Transfer Program or failure by the Company to comply with the terms of the Transaction Disclosure Materials and this Agreement, including without limitation the terms thereof set forth in the Notice of Option Transfer Program, (e) any breach by the Company of any representation or warranty or failure to comply with any of the agreements contained herein and (f) activities performed or services furnished pursuant to this Agreement or the certain letter dated October 9, 2003 or otherwise arising out of, relating to or in connection with the Option Transfer Program; except in the case of clause (iv) above (A) for any Losses arising out of, relating to or in connection with any activities of a JPMorgan Entity described in Section 6 hereof and (B) for any such Loss that is determined by final and nonappealable judgment of a court of competent jurisdiction to have resulted primarily from the Bank’s bad faith or gross negligence or a breach by the Bank of its obligations under this Agreement or any other Transaction Agreement and except in the case of clause (i) above for any such Loss that arises out of, relates to or in connection with (x) any untrue statement or alleged untrue statement of a material fact contained in any Transaction Disclosure Material or (y) any omission to state in any such material a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, if in any such case such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Bank to the Advisor or the Fund by the Sub-Advisor Company expressly for use therein. The foregoing indemnity shall be in addition to any liability that the Company might otherwise have to the Bank and such other Indemnified Persons. (c) Except If a claim is made against any Indemnified Person, such Indemnified Person shall notify the Company promptly after any written assertion of such claim threatening to institute an action or proceeding with respect thereto and shall notify the Company promptly of any action commenced against such Person within a reasonable time after such Person shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Failure so to notify the Company shall not, however, relieve the Company from any liability that it may have on account of this indemnity or otherwise except to the extent the Indemnified Person shall have been materially prejudiced in any material respect by such failure. The Company shall be provided entitled to participate at its own expense in the defense of any such litigation or proceeding but such defense shall be conducted by counsel to such Indemnified Person. The Company shall, upon the request of such Indemnified Person, assume the defense of any such litigation or proceeding including the payment for the fees and expenses of counsel, and in the case of any such request such defense shall be conducted by counsel reasonably satisfactory to the Bank. In any such litigation or proceeding the defense of which the Company shall have so assumed, any Indemnified Person shall have the right to participate in such litigation or proceeding and to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (h) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel or (i) the named parties to any such proceeding (including any impleaded parties) include one or both of (x) the Company and (y) the Indemnified Person and representation of both parties by the Investment same counsel in the opinion of counsel to such Indemnified Person would be inappropriate due to actual or potential differing interests between them. It is understood that the Company Act shall not, in connection with any litigation or proceeding or related litigation or proceedings in the same jurisdiction, be liable under this agreement for the fees and expenses of more than one separate firm for all such Indemnified Persons. Such firm shall be designated in writing by the Bank. The Company shall not be liable for any other Applicable lawsettlement of any litigation or proceeding effected without the written consent of the Company, but if settled with such consent or if there be a final judgment for the plaintiff, the Sub-Advisor shall indemnifyCompany agrees, defend and hold harmless subject to the Fundprovisions of this Section 19(c), to indemnify the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) Indemnified Person from and against any and all Losses suffered loss or sustained liability by Fund Parties as the result reason of (i) any Sub-Advisor Party’s fraud, gross negligence such settlement or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinjudgment. (d) The foregoing provisions for indemnification indemnity agreements contained in this Section 19(d) and the representations and warranties of the Company set forth in this Agreement shall be remain operative and in addition tofull force and effect regardless of (i) any failure to commence, and shall in no respect limit or restrictthe withdrawal, any other remedies which may be available to a party under this Agreementtermination or consummation of, at law, in equity the Option Transfer Program or otherwise in connection with any breach the termination of this Agreementagreement, (ii) any investigation made by or on behalf of any Indemnified Person and (iii) any withdrawal or termination by the Bank pursuant to Section 10 or otherwise.

Liability Indemnification. (a) Except as may otherwise be provided by the Investment Company Act or any other Applicable law12.1 Midatech shall indemnify, none of the Sub-Advisor Parties shall be liablehold harmless and defend Ophthotech, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of its Affiliates and their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, employees and agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related PersonsOphthotech Indemnitees”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suitsdemands, judgments, liabilities, costs, and expenses suits or causes of action for damages brought by third parties arising out of (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred a) the infringement of any Patent Right of any third party by either Party’s use of the Midatech Background Intellectual Property in connection the conduct of a Work Plan; (b) save to the extent arising pursuant to the direct instruction of Ophthotech or advice provided by it in accordance with the defense terms of any actual this Agreement, Midatech’s use, storage or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf disposal of the Fund, and such Losses were not found to have been the result of Compounds; (ic) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s a breach of this Agreement by Midatech; or (iid) the willful misconduct or negligence of any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining Midatech Indemnitees; except to the Fund extent such damages are caused by any Ophthotech Indemnitees willful misconduct or the omission to state therein negligence or result from a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund breach of this Agreement by the Sub-Advisor for use thereinOphthotech. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor 12.2 Ophthotech shall indemnify, defend and hold harmless the Fundand defend Midatech, the Advisor, its Affiliates and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, employees and other applicable representatives agents (collectively, the “Fund PartiesMidatech Indemnitees”) from and against any and all Losses suffered claims, actions, demands, suits or sustained causes of action for damages brought by Fund Parties as the result third parties arising out of (ia) the infringement of any Sub-Advisor Patent Right of any third party by either Party’s fraud, gross negligence or willful misconduct use of the Ophthotech Background Intellectual Property in the performance conduct of a Work Plan; (b) Ophthotech’s use, application, storage or non-performance disposal of its duties to the Fund Compounds, the Results or the Sub-Advisor’s Deliverables; (c) a breach of this Agreement by Ophthotech; or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be in addition tothe willful misconduct or negligence of any Ophthotech Indemnitees, and shall in no respect limit except to the extent such damages are caused by any Midatech Indemnitees willful misconduct or restrict, any other remedies which may be available to negligence or result from a party under this Agreement, at law, in equity or otherwise in connection with any breach of this AgreementAgreement by Midatech. 12.3 The indemnified Party shall provide the indemnifying Party with (a) prompt written notice of any claim for which it seeks indemnification (“Claim”), (b) all requested information in the indemnified Party’s possession concerning any Claim, (c) reasonable cooperation and assistance in the defense and/or settlement of any Claim and (d) authority to defend and/or settle any Claim, subject to the approval of the indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed. 12.4 EXCEPT WITH RESPECT TO EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER CLAUSE 12.1 OR CLAUSE 12.2, AS APPLICABLE, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN OR ANY BREACH HEREOF. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL LIMIT EITHER PARTY FROM SEEKING OR OBTAINING ANY REMEDY AVAILABLE UNDER APPLICABLE LAW FOR ANY BREACH OF ITS CONFIDENTIALITY AND NON-USE OBLIGATIONS UNDER CLAUSES 4.6, 8.12 OR 11. 12.5 EXCEPT WITH RESPECT TO EACH PARTY’S OBLIGATIONS UNDER CLAUSES 4.2, 4.6, 8.12, 10 OR 11, EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER CLAUSES 12.1 OR 12.2, AS APPLICABLE AND INSTANCES OF INTENTIONAL MISCONDUCT, THE LIABILITY OF EACH PARTY TO THE OTHER PARTY HEREUNDER FOR DIRECT DAMAGES ARISING PURSUANT TO ANY PURPORTED BREACH OF THE TERMS OF THIS AGREEMENT SHALL BE LIMITED TO THE FEES FOR THE FEASIBILITY STUDIES. 12.6 Nothing in this Agreement shall limit or exclude the liability of either Party for: 12.6.1 death or personal injury resulting from negligence; or 12.6.2 gross negligence, willful misconduct, fraud or fraudulent misrepresentation; or 12.6.3 the indemnity contained in clauses 12.1 and 12.2.

Liability Indemnification. The Provider shall have no liability to the --------------------------- Recipient with respect to its furnishing any of the Services hereunder except for its willful misconduct. By agreeing to provide the Services as an accommodation to the Recipient, the Provider is making no representations or warranties as to the quality, suitability or adequacy of the Services for any purpose or use. In providing the Services, the Provider shall not be obligated to (ai) Except as may otherwise be provided hire any additional employees; (ii) maintain the employment of any specific employee; (iii) purchase, lease or license any additional equipment or software; or (iv) pay any costs related to the transfer or conversion of the Recipient's data to the Recipient or any alternate supplier of administrative services. The sole remedy of the Recipient in the event data owned by it is lost or damaged in any way during processing by the Investment Company Act Provider is the refund to it of any charges paid for the processing of the damaged data. The Provider agrees to exercise reasonable diligence to correct errors or deficiencies in the Services but the Recipient shall have no other remedy against the Provider regardless of any loss suffered by the Recipient or any other Applicable lawperson or entity. The Provider shall not be liable to any third party in any way for any obligation or commitment pursuant to this Agreement or for an act or omission and the Recipient shall be solely liable and responsible for any and all claims, none liabilities, obligations, losses, costs, expenses, litigation, proceedings, taxes, levies, imposts, duties, deficiencies, assessments, charges, allegations, demands, damages or judgments of any kind or nature whatsoever (hereinafter the "Liabilities") related to, arising from, asserted against or associated with the Provider furnishing or failing to furnish to the Recipient any of the Sub-Advisor Parties Services described herein. Upon the termination of any of the Services, the Recipient shall be liable, responsible or accountable in damages or otherwise obligated to return to the FundProvider, as soon as practicable, any equipment or other property of the Provider relating to the Services which is owned. or leased by it and is or was in the Recipient's possession or control. As of the Effective Date, the Advisor, or any of Recipient shall indemnify/and hold the Provider and its affiliates and their respective affiliatesdirectors, principals, managers, membersshareholders, officers, directors, employees, equity holdersagents, agents or other applicable representatives or any of their respective consultants, representatives, successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold assigns harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses Liabilities (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs fees and expenses incurred in connection of counsel) of whatever kind and nature related to, arising from, asserted against, or associated with the defense of any actual Provider's furnishing or threatened action or proceeding) and amounts paid failing to furnish the Services provided for in settlement of any claims (collectivelythis Agreement, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf other than Liabilities arising out of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence fraudulent acts or willful misconduct in of the performance Provider or non-performance of its duties to the Fund affiliates or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partnersdirectors, shareholders, managers, officers, directors, employees, agents, and consultants, representatives, successors, transferees or assigns. Nothing herein, however, shall be deemed to effect the right of the Recipient to seek damages or other applicable representatives (collectively, rights of redress against the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as Provider for breach of the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach provisions of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under U.S. law as provided under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided by The Administrator shall give the Investment Company Act or any other Applicable law, none Fund the benefit of the Sub-Advisor Parties shall Administrator’s reasonable best efforts and diligence in rendering services under this Agreement. The parties acknowledge the importance of the Administrator freely exercising its reasonable judgment in the performance of its responsibilities, obligations and duties hereunder, and thus the Administrator may rely on information reasonably believed by it to be liableaccurate and reliable. Accordingly, responsible or accountable in damages or otherwise to the Fundabsence of willful misfeasance, the Advisorbad faith, gross negligence, or any reckless disregard of their respective affiliatesthe responsibilities, principalsobligations or duties hereunder, managers, membersneither the Administrator nor its shareholders, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees control persons (collectively, the “Fund and its Related Covered Persons”) or shall be subject to third parties under this Agreement any liability for any act or omission performed in connection with or omitted by such Sub-Advisor Party arising out of any services rendered under this Agreement or otherwise on behalf related to this Agreement, or for any Losses (as defined below) that may be sustained in the purchase, holding or sale of any security or other asset by the Fund. Any liability incurred by the Administrator pursuant to this paragraph 7(a) in any year shall be limited to the revenues of the Administrator derived from the Fund in that fiscal year of the Fund. The Administrator shall be responsible as provided herein for the performance of only such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of any other party, except when including other agents of or service providers to the Fund. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such action damages arising out of any act or inaction failure to act hereunder. (b) The Administrator is found authorized and instructed to have been rely upon the information it receives from the Fund, its Trustees or any third-party agent (including, without limitation, the Fund’s custodian(s), manager(s), sub-adviser(s), and pricing services or sources) authorized by the Fund to provide such information to the Administrator. The Fund and any third-party agents from which the Administrator shall receive or obtain certain records, reports and other data used or relied upon by the Administrator in rendering the services provided hereunder are solely responsible for the contents of such information, including, without limitation, the accuracy thereof. The Administrator has no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered by the Fund as a result of the Administrator’s reliance on and utilization of such Subinformation. The Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Fund or any third-Advisor Partyparty agent to provide it with the information required. (c) The Fund shall indemnify and save harmless the Covered Persons and their executors, heirs, assigns, successors or other legal representatives (“Indemnitees”), to the fullest extent permitted by law, from and against any and all claims, liabilities, damages, losses, costs, charges, fees, penalties and other expenses (including reasonable attorney’s fraudfees and disbursements) of every nature and character (“Losses”), gross negligence which may be asserted against or willful misconduct incurred by any Indemnitee or for which any Indemnitee may be held liable (a “Claim”) and that in any way arise out of or in connection with, or in any way relate to, the performance or non-performance of its duties to or by the Fund or the Sub-Advisor’s breach Indemnitee of this Agreement. Notwithstanding any of the foregoing to the contraryAdministrator’s duties, the provisions of this Section 10(a) responsibilities, or services hereunder, whether express or implied hereunder; provided, however, that no Indemnitee shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of indemnified against any liability to by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party Indemnitee’s duties under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Partiesdisabling conduct”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein). (d) The foregoing provisions for indemnification Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties), shall be paid from time to time by the Fund in addition to, and shall in no respect limit advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or restrict, any other remedies which may be available on behalf of the Indemnitee to a party repay amounts so paid to the Fund if it is ultimately determined that indemnification of such expenses is not indemnifiable under this Agreement; provided, at lawhowever, that expenses shall not be advanced by the Fund unless (i) the Indemnitee has provided security considered in the reasonable discretion of the Trustees to be appropriate for such undertaking; or (ii) the Fund shall be insured against losses arising from any such advance payments; or (iii) a reasonable belief is formed that the Indemnitee ultimately will be found entitled to indemnification, as determined by either (x) a majority of the Trustees who are not interested persons (as such term is defined in the 0000 Xxx) of the Fund who are not parties to the proceeding, acting on the matter, or (y) independent legal counsel, in equity a written opinion that includes a discussion of pertinent facts and legal analysis, based upon a review of readily available facts (as opposed to a full trial-type inquiry). (e) Promptly after receipt of notice of the commencement of an investigation, action, claim or otherwise proceeding, an Indemnitee shall notify the Fund in writing of the commencement thereof, although the failure to do so shall not prevent recovery under this paragraph. The Fund shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Loss or Claim, but if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund and approved by the Indemnitee, which approval shall not be unreasonably withheld. In the event the Fund elects to assume the defense of any such suit and retain such counsel and notifies the Indemnitee of such election, the Indemnitee in such suit shall bear the fees and expenses of any additional counsel retained by it subsequent to the receipt of the Fund’s election. If the Fund does not elect to assume the defense of any such suit, or in case the Indemnitee does not, in the exercise of reasonable judgment, approve of counsel chosen by the Fund, or in case there is a conflict of interest between the parties or a party and any Indemnitee, the Fund will reimburse the Indemnitee in such suit for the reasonable fees and expenses of any counsel retained by the Indemnitee. (f) In the event the Fund elects to assume its own defense in any such suit, the Fund agrees that it shall not enter into any settlement agreement or similar agreement with other parties in such suit unless the Administrator and all of the other Indemnitees named as defendants are unconditionally released in such agreement or arrangement, or unless the Administrator provides its consent to such settlement or similar arrangement in writing. (g) The Administrator shall look solely to Fund property for satisfaction of claims of any nature against the Fund or a Trustee, officer or agent of the Fund arising in connection with the affairs of the Fund. (h) The indemnification agreement and all obligations of the parties contained in this paragraph 7 shall remain operative and in full force and effect regardless of any breach investigation made by or on behalf of any party seeking indemnification and shall survive the delivery of any shares of the Fund and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of parties indemnified hereunder and their estates and successors.

Liability Indemnification. The Provider shall have no liability to the -- ---------------------------- Recipient with respect to its furnishing any of the Services hereunder except for its willful misconduct. By agreeing to provide the Services as an accommodation to the Recipient, the Provider is making no representations or warranties as to the quality, suitability or adequacy of the Services for any purpose or use. In providing the Services, the Provider shall not be obligated to (ai) Except as may otherwise be provided hire any additional employees; (ii) maintain the employment of any specific employee; (iii) purchase, lease or license any additional equipment or software; or (iv) pay any costs related to the transfer or conversion of the Recipient's data to the Recipient or any alternate supplier of administrative services. The sole remedy of the Recipient in the event data owned by it is lost or damaged in any way during processing by the Investment Company Act Provider is the refund to it of any charges paid for the processing of the damaged data. The Provider agrees to exercise reasonable diligence to correct errors or deficiencies in the Services but the Recipient shall have no other remedy against the Provider regardless of any loss suffered by the Recipient or any other Applicable law, none of the Sub-Advisor Parties person or entity. The Provider shall not be liable, responsible liable to any third party in any way for any obligation or accountable in damages or otherwise commitment pursuant to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement or for any act or omission performed and the Recipient shall be solely liable and responsible for any and all claims, liabilities, obligations, losses, costs, expenses, litigation, proceedings, taxes, levies, imposts, duties, deficiencies, assessments, charges, allegations, demands, damages or omitted by such Sub-Advisor Party under this Agreement judgments of any kind or otherwise on behalf nature whatsoever ("Liabilities") related to, arising from, asserted against or associated with the Provider furnishing or failing to furnish to the Recipient any of the FundServices described herein. Upon the termination of any of the Services, except when such action the Recipient shall be obligated to return to the Provider, as soon as practicable, any equipment or inaction other property of the Provider relating to the Services which is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence owned or willful misconduct leased by it and is or was in the performance Recipient's possession or non-performance control. Effective as of its duties to the Fund or the Sub-Advisor’s breach date of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) Recipient shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend indemnify and hold the Provider and its affiliates and their respective directors, shareholders, officers, employees, agents, consultants, representatives, successors, transferees and assigns harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses Liabilities (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs fees and expenses incurred in connection of counsel) of whatever kind and nature related to, arising from, asserted against or associated with the defense of any actual Provider's furnishing or threatened action or proceeding) and amounts paid failing to furnish the Services provided for in settlement of any claims (collectivelythis Agreement, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf other than Liabilities arising out of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in of the performance Provider or non-performance of its duties to the Fund affiliates or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partnersdirectors, shareholders, managers, officers, directors, employees, agents, and consultants, representatives, successors, transferees or assigns. Nothing herein, however, shall be deemed to affect the right of the Recipient to seek damages or other applicable representatives (collectively, rights of redress against the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s Provider for breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided by a. Notwithstanding anything to the Investment Company Act or any other Applicable lawcontrary herein, none of the Sub-Advisor Parties parties expressly understand, acknowledge and agree that Landlord shall be liablefree from all liabilities, responsible or accountable in damages or otherwise to the Fundclaims, the Advisorsuits, or any of their respective affiliateslosses, principalscharges, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees and expenses (including reasonable attorneys’ fees and costs) (collectively, the “Fund and Damages”): (i) For damages for or by reason of any injury or injuries to any persons or property of any kind whatsoever, whether the person or property of Tenant, its Related Persons”agents or employees, or third persons, or from any cause or causes whatsoever, while in or upon the Premises or any part thereof during the Term of this Lease, or occasioned by any activity carried on by Tenant in connection therewith; (ii) due to the breach of any covenant in this Lease required to be performed by Tenant; or (iii) directly or to third parties under this Agreement for indirectly resulting from or arising out of any negligence, act or omission performed of Tenant or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor PartyTenant’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, contractors, licenses or invitees. b. Tenant hereby covenants and other applicable representatives (collectivelyagrees to indemnify, defend, and hold Landlord harmless from all Damages, except to the “Fund Parties”) from and against any and all Losses suffered or sustained extent such Damages arise by Fund Parties as reason of the result of (i) any Sub-Advisor Party’s fraud, gross sole negligence or willful misconduct in the performance act of Landlord, its agents or non-performance of its duties employees. Nothing contained herein is intended to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of be a material fact contained waiver in any registration statementrespect whatsoever of Landlord’s rights to assert under any circumstances whatsoever its claim of governmental immunity from any liability or damages asserted against it by any person, proxy materialsnatural or entities, reportscreated by law. Tenant hereby waives any cause of action it might have against Landlord on account of any Damage that is covered by any insurance policy that covers the Premises, advertisementsTenant’s fixtures, sales literaturepersonal property, any leasehold improvements or other materials pertaining to the Fund or the omission to state therein Tenant’s business and which names Xxxxxx as a material fact known to the Sub-Advisor that was party insured. The indemnity required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund of Tenant provided by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be in addition to, and this Section 24 shall in no respect limit or restrict, any other remedies which may way and for no purpose be limited to the extent of available to a party under this Agreement, at law, and collectible insurance set forth in equity or otherwise in connection with any breach Section 17 of this AgreementLease. c. Neither Party to this agreement shall be liable to the other for consequential damages.

Liability Indemnification. (a) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, none of the The Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their its respective affiliates, principals, managers, memberspartners, officers, directorstrustees, employees, equity holders, agents or other applicable representatives affiliate or any of their respective successors, assignees or transferees (collectively, person who within the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf meaning of the FundInvestment Company Act controls, except when such action is controlled by or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) under common control with the Sub-Advisor of any (collectively, “Affiliates”) shall have no liability to the extent that such liability may not be waivedManager, modified the Trust, its shareholders or limited under applicable lawany third party arising out of or related to this Agreement, but shall be construed so as provided however, the Sub-Advisor agrees to effectuate indemnify and hold harmless, the provisions Manager, any affiliated person within the meaning of this Section 10(a2(a)(3) to the fullest extent permitted by law. (b) Except as may otherwise be provided by of the Investment Company Act or any other Applicable lawAct, and each person, if any, who, within the Fund shall indemnifymeaning of Section 15 of the Securities Act, defend and hold harmless each Sub-Advisor Party from and controls the Manager, against any and all losses, claims, damages, obligationsliabilities or litigation (including reasonable legal and other expenses), penaltiesto which the Manager or such affiliated person or controlling person may become subject under the securities laws, actionsany other federal or state law, suitsat common law or otherwise, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of arising from (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations or duties under this Agreement or (ii) any untrue statement of a material fact (or an omission of such statement) contained in any registration statementthe prospectus, statement of additional information, Registration Statement, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund or Sub-Advisor to the omission to state therein a material fact extent that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon on and in conformity with information furnished to the Advisor Trust or the Fund Manager for use therein by the Sub-Advisor for use thereinor by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Sub-Advisor. Notwithstanding the foregoing, in no case shall the Sub-Advisor’s indemnity hereunder be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The indemnification in this Section shall survive the termination of this Agreement. (cb) Except as may otherwise be provided by the Investment Company Act or any other Applicable lawThe Manager agrees to indemnify and hold harmless, the Sub-Advisor shall indemnifyand any Affiliate, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered losses, claims, damages, liabilities or sustained by Fund Parties as litigation (including reasonable legal and other expenses), to which the result of Sub-Advisor or such Affiliate may become subject under the securities laws, any other federal or state law, at common law or otherwise, with respect to (i) any matter with respect to the operations of the Trust, including the services of the Manager or any affiliate of the Manager under the Management Agreement or the services of the Manager or the Sub-Advisor Party’s fraudunder this Agreement, other than liabilities occurring as a result of the Sub-Advisor's (including directors, officers, employees, or any affiliate acting on behalf of the Sub-Advisor) willful misfeasance, bad faith, gross negligence or willful misconduct in the performance or non-performance reckless disregard of its duties to the Fund or the Sub-Advisor’s breach of this Agreement hereunder, or (ii) any untrue statement of a material fact (or an omission of such statement) contained in any registration statementthe prospectus, statement of additional information, Registration Statement, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund or the omission to state therein a material fact known to Trust, unless such statement is about the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission Sub-Advisor’s investment program for the Fund and was made in reliance upon on and in conformity with written information furnished to the Advisor Trust or the Fund Manager by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be in addition to. Notwithstanding the foregoing, and shall in no respect limit case shall the Trust’s and the Manager’s indemnity hereunder be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith, or restrict, any other remedies which may be available to a party gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, at law, . The indemnification in equity or otherwise in connection with any breach this Section shall survive the termination of this Agreement.

Liability Indemnification. If any Guarantor breaches or contravenes any of the representations, warranties, covenants or guaranties contained herein, or any fraud, deceit or criminal act is committed by such Guarantor, or at the direction or approval of such Guarantor, and Lender sustains any damage, loss or expense as a result of the occurrence of any of the foregoing: (a) Except as may otherwise be provided to the maximum extent permitted by the Investment Company Act or any other Applicable applicable law, none such Guarantor hereby acknowledges and agrees that such Guarantor shall be obligated to pay all of the Sub-Advisor Parties Guarantied Obligations, when and as the same shall become due and payable, whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration, or otherwise, it being the intent of each Guarantor that the obligation set forth herein shall be liable, responsible or accountable in damages or otherwise a guaranty of payment and not a guaranty of collection; and (b) to the Fundmaximum extent permitted by applicable law, such Guarantor hereby acknowledges and agrees that such Guarantor shall be obligated to indemnify and defend the Advisor, Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that may be instituted or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents asserted against or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted incurred by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing Indemnitees. Each Guarantor hereby acknowledges such Guarantor’s continuing duty and obligation to Borrower to properly perform the contraryresponsibilities of his position, notwithstanding the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived6. Furthermore, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law.each Guarantor hereby agrees: (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraudto reimburse Lender, gross negligence on demand, for all expenses, collection charges, court costs and attorneys’ fees incurred in endeavoring to collect or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach enforce any claim arising out of this Agreement or Guaranty against such Guarantor; and (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleadingliable directly, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable lawunconditionally, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisorprimarily, and their respective principalsjointly and severally, members, partners, shareholders, managers, officers, directors, employees, agentswith Borrower for any such claim, and other applicable representatives (collectively, agree that the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct same may be recovered in the performance same or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinseparate actions. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided by the Investment Company Act In no event shall either Equifax or Certegy, or any member of their respective Groups, have any liability, whether based on contract, tort (including, without limitation, negligence or strict liability), warranty or any other Applicable lawlegal or equitable grounds, none for any punitive, consequential, indirect, exemplary, special or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if such party has been informed of or might otherwise have anticipated or foreseen the Sub-Advisor Parties possibility of such losses or damages. Notwithstanding the foregoing, any damages awarded or obtained (whether by settlement, compromise or judgment) as a result of Third Party Claims shall be liable, responsible or accountable in considered direct damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach purposes of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except The limitations set forth in Section 8(a) above shall not apply to liabilities which may arise as may otherwise be provided by the Investment Company Act or any other Applicable law, result of the Fund willful misconduct of a party. (c) Certegy shall indemnify, defend and hold harmless each Sub-Advisor Party Equifax and its affiliates and their respective directors, officers, employees and agents (the "Equifax Indemnitees") from and against any and all lossesdamage, claimsloss, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, liability and expenses expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ ' fees and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceedingexpenses) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act and all actions or omission threatened actions) ("Indemnifiable Losses") incurred or suffered by such Sub-Advisor Party under this Agreement or otherwise on behalf any of the FundEquifax Indemnitees arising from, and such Losses were not found related to have been the result of or associated with (i) such Sub-Advisor Party’s fraudEquifax's furnishing or failure to furnish the services provided for in this Agreement, gross negligence or other than liabilities arising out of the willful misconduct in of the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or Equifax Indemnitees and (ii) any untrue statement the willful misconduct of a material fact contained Certegy in any registration statement, proxy materials, reports, advertisements, sales literature, furnishing or other materials pertaining failing to furnish the Fund or the omission to state therein a material fact that was required services to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made provided by Certegy in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinthis Agreement. (cd) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor Equifax shall indemnify, defend and hold harmless the Fund, the Advisor, Certegy and its affiliates and their respective principals, members, partners, shareholders, managersdirectors, officers, directors, employees, agents, employees and other applicable representatives agents (collectively, the “Fund Parties”"Certegy Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the Certegy Indemnitees arising from, related to or sustained by Fund Parties as the result of associated with (i) any Sub-Advisor Party’s fraudCertegy's furnishing or failure to furnish the services provided for in this Agreement, gross negligence or other than liabilities arising out of the willful misconduct in of the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or Certegy Indemnitees, and (ii) any untrue statement the willful misconduct of a material fact contained Equifax in any registration statement, proxy materials, reports, advertisements, sales literature, furnishing or other materials pertaining failing to furnish the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required services to be stated therein or necessary provided by Equifax to make the statements therein not misleading, if such statement or omission was made Certegy in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinthis Agreement. (de) No insurer or any other third party shall be, by virtue of the foregoing indemnification provisions, (i) entitled to a benefit it would not be entitled to receive in the absence of such provisions, (ii) relieved of the responsibility to pay any claims to which it is obligated, or (iii) entitled to any subrogation rights with respect to any obligation hereunder. (f) The foregoing provisions procedures for indemnification indemnity claims pursuant to this Section 8 shall be those set forth in addition toArticle V of the Distribution Agreement. (g) Notwithstanding anything contained herein to the contrary, in no event shall either Equifax or Certegy, or any member of either of their respective Groups, in the aggregate, (each a "Liable Party"), have any liability including, without limitation, the obligation to indemnify the recipient of a particular service, to any member of the other Group during any Contract Year (as defined below), for Indemnifiable Losses arising under a particular Exhibit in an amount in excess of the fees received by such Liable Party under such Exhibit from the other Group during such Contract Year. "Contract Year" means a twelve (12) month period beginning at the Effective Time or the first anniversary of the Effective Time (or the first date upon which the provider of services under an Exhibit is obligated to begin providing such services (if later than the Effective Time), and the first anniversary of such date); provided, however, that the limitation on liability set forth in this Section 8(g) shall in no respect limit or restrict, any other remedies which may be available not apply to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreementlosses caused by willful misconduct.

Liability Indemnification. (a) Except as may otherwise be provided by expressly set forth in this Agreement, RXR Realty makes no warranties as to the Investment Company Act Services, and RXR Realty hereby disclaims any implied warranties of merchantability, fitness for any particular purposes or non-infringement of third-party rights or title. Neither RXR Realty, any other Applicable lawof its Affiliates, none Subsidiaries, joint ventures, nor any of its or their respective partners, directors, officers, members, employees or agents (collectively, the Sub-Advisor Parties “RXR Realty Group”) shall be liableliable to View, responsible or accountable in damages or otherwise to the Fund, the AdvisorView’s Subsidiaries, or any of their respective affiliatesAffiliates for any loss, principalsliability, managersdamage or expense (including attorney’s fees and expenses) (collectively, membersa “Loss”) arising out of or in connection with the performance of Services contemplated by this Agreement, officersexcept to the extent such Loss shall have been found in a final judgment by a court of competent jurisdiction to have resulted primarily from a material breach of this Agreement or the gross negligence or bad faith on the part of such member of the RXR Realty Group. Except with respect to breaches of Section 10, directorsin no event will any member of the RXR Realty Group, employeesView, equity holdersView’s Subsidiaries, agents or other applicable representatives or any of their respective successorsAffiliates be liable (x) for any indirect, assignees special, incidental or transferees consequential damages, including lost profits or savings, whether or not such damages are foreseeable or (collectively, the “Fund and its Related Persons”y) or to third parties except in connection with indemnification obligations under this Agreement Section 12, in respect of any Losses relating to any third-party claims (whether based in contract, tort or otherwise) other than for the Losses directly relating to the services which may be provided by RXR Realty hereunder. Except with respect to breaches of Section 10, notwithstanding anything to the contrary contained in this Agreement, in no event shall the RXR Realty Group be liable for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf Losses hereunder in excess of the Fund, except when such action or inaction is found to have been aggregate value of the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct Warrants actually received by RXR Realty in accordance with the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach terms of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund RXR Realty shall indemnify, defend and hold harmless each Sub-Advisor Party View and its Affiliates and their respective directors, officers, employees, agents and representatives (collectively, the “View Indemnified Parties”), from and against any and all lossesLosses to the extent arising out of or resulting from third-party claims asserted against, claimsimposed upon or incurred by any View Indemnified Party resulting from or arising out of (a) the gross negligence or willful misconduct of RXR Realty, damagesany of its Affiliates or any of their respective employees, obligationssubcontractors, penalties, actions, suits, judgments, liabilities, costs, and expenses officers or directors; (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense b) any material breach by RXR Realty of any of its obligations under this Agreement; or (c) actual or threatened action alleged infringement, misappropriation or proceeding) and amounts paid in settlement violation of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result third party’s intellectual property arising out of or in connection with any act the receipt or omission use of the Services provided by such Sub-Advisor Party under this Agreement or otherwise on behalf of the FundRXR Realty (excluding any actual or alleged infringement, and such Losses were not found to have been the result misappropriation or violation of a third-party’s intellectual property (iA) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or extent resulting from the Sub-Advisor’s breach operation of this Agreement the Business in substantially the same manner as conducted prior to the Effective Date or (iiB) to the extent arising out of or in connection with (x) any untrue statement of a material fact contained in any registration statementinstruction, proxy materialsinformation, reportsdesigns, advertisements, sales literaturespecifications, or other materials pertaining provided by View to RXR Realty, (y) use of the Services in combination with any materials or equipment not supplied or specified by RXR Realty, or (z) any modifications or changes made to the Fund Services by or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinon behalf of any Person other than RXR Realty). (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor View shall indemnify, defend and hold harmless the Fund, the Advisor, RXR Realty and its Affiliates and their respective principals, members, partners, shareholders, managersdirectors, officers, directors, employees, agents, agents and other applicable representatives (collectively, the “Fund RXR Realty Indemnified Parties”) ), from and against any and all Losses suffered to the extent arising out of or sustained resulting from third-party claims asserted against, imposed upon or incurred by Fund Parties as the result any RXR Realty Indemnified Party resulting from or arising out of (ia) any Sub-Advisor Party’s fraud, the gross negligence or willful misconduct of View, any of its Subsidiaries or any of their respective employees, subcontractors, officers or directors; or (b) actual or alleged infringement, misappropriation or violation of a third party’s intellectual property arising out of or in connection with the supply or provision of the Services provided by or on behalf of RXR Realty (excluding any actual or alleged infringement, misappropriation or violation of a third party’s intellectual property (A) to the extent resulting from the operation of the Business in the performance or non-performance of its duties same manner as conducted prior to the Fund or the Sub-Advisor’s breach of this Agreement Effective Date or (iiB) to the extent arising out of or in connection with (x) any untrue statement of a material fact contained in any registration statementinstruction, proxy materialsinformation, reportsdesigns, advertisements, sales literaturespecifications, or other materials pertaining comprising RXR Realty Background IP in the form provided by RXR Realty to View, (y) provision of the Services in combination with any materials or equipment not supplied, procured or specified by or for View or its customers or (z) any modifications or changes made to the Fund Services not at the request or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereininstruction of View). (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided by the Investment Company Act 6.5.1 No present or former Sponsor, Manager, Principal, Tax Matters Partner, officer of CF LLC, or Affiliates of any other Applicable law, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisorforegoing, or any of their respective affiliatespresent or former partners, principals, managersshareholders, members, directors, officers, directorsemployees and agents, employeesand any person who serves as a member of the Fund Advisory Committee and/or the Senior Advisory Council (in each case, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (an “Indemnitee” and collectively, the “Fund and its Related PersonsIndemnitees”) ), shall be liable to CF LLC or to third parties under this Agreement any Member for any losses sustained or liabilities incurred as a result of any act or omission performed taken or omitted suffered by such Sub-Advisor Party under this Agreement Indemnitee(s) unless a court of competent jurisdiction determines in a final, nonappealable judgment that (a) such Indemnitee(s) did not act in good faith, or otherwise on behalf (b) the conduct of such Indemnitee(s) constituted Malfeasance (provided that in the case of an Indemnitee that is a member of the FundFund Advisory Committee and/or the Senior Advisory Council, except when or the entity that such action a Fund Advisory Committee member represents, the term “Malfeasance” as used in this Section 6.5 shall be limited to any act or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence omission that constitutes fraud or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreementmisconduct). Notwithstanding any of the foregoing to the contraryCONFIDENTIAL AND PROPRIETARY INFORMATION OF BDT CAPITAL PARTNERS, the provisions of this Section 10(a) LLC 6.5.2 The Indemnitees shall not be construed so as liable to relieve (CF LLC or attempt to relieve) the Sub-Advisor any Member for any action taken by any other Member, nor shall any such Indemnitee be liable to CF LLC or to any Member for any action of any liability to agent or employee of CF LLC or the extent that Manager (in the absence of Malfeasance by such liability may not be waivedIndemnitee in connection with such action and/or the selection, modified retention and/or supervision of such agent or limited under applicable lawemployee). 6.5.3 CF LLC shall indemnify and hold harmless, but and the Members shall be construed so as to effectuate the provisions of this Section 10(a) release, each Indemnitee to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party law from and against any and all losses, claims, demands, costs, damages, obligationsliabilities, penalties, actions, suitsexpenses of any nature (including attorneys’ fees and disbursements), judgments, liabilitiesfines, costssettlements and other amounts, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual nature whatever, known or threatened action unknown, liquid or proceeding) and amounts paid in settlement of any claims illiquid (collectively, “LossesLiabilities”) suffered arising from any and all claims, demands, actions, suits or sustained by such Sub-Advisor Party proceedings, whether civil, criminal, administrative or investigative (collectively, “Actions”), in which the Indemnitee may be involved, or threatened to be involved as a result party or otherwise, relating to the performance or nonperformance of any act concerning the activities of CF LLC and/or the Co-Investment, unless a court of competent jurisdiction determines in a final, nonappealable judgment that (a) the Indemnitee did not act in good faith, or (b) the Indemnitee’s conduct constituted Malfeasance; provided that CF LLC’s responsibility for any liabilities arising in respect of the investments in the Co-Investment Company made collectively by CF LLC, the Co-Investment Fund, the Main Fund, and the Parallel Fund (and/or their respective Affiliates) shall be limited to CF LLC’s equitable share thereof (as determined by the Manager in its good faith discretion). The termination of an action, suit or proceeding by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee acted in the manner specified in clause (a) or (b) above. Notwithstanding the foregoing, the Indemnitees shall not be entitled to indemnification hereunder with respect to disputes solely among and between the Manager, the Sponsor, the Tax Matters Partner and any of their respective Affiliates. (a) Any indemnification obligations of CF LLC arising under this Section 6.5 may, but shall not be required to, be satisfied first out of any CF LLC assets; provided that the Manager shall use commercially reasonable efforts to obtain recovery from any insurance policies then in effect covering the applicable Indemnitee prior to CF LLC advancing indemnification payments to such Indemnitee. In addition, in accordance with Section 3.2 and subject to the limitations contained in this Section 6.5.4, the Manager may require the Members to return distributions previously received (which shall be treated as additional Capital Contributions), whether or not CF LLC has been dissolved, to satisfy all or any portion of the indemnification obligations of CF LLC pursuant to this Section 6.5 in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) Liabilities arising from and against any and all Losses suffered Actions of which the Manager receives notice or sustained by Fund Parties as otherwise becomes aware at any time during the result of (i) any Sub-Advisor Party’s fraudexistence, gross negligence or willful misconduct in the performance or non-performance of its duties prior to the Fund or date that is three years following the Sub-Advisor’s breach termination, of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinCF LLC. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided a. To the fullest extent permitted by the Investment Company Act or any other Applicable relevant law, none of the Sub-Advisor Parties and its affiliates and their respective members, partners, officers, employees, and controlling persons (collectively, “Sub-Advisor Covered Persons”) shall not be liableliable to any person (including the Account, responsible or accountable in damages or otherwise to the Fund, the AdvisorTrust, the Board, or the Advisor or any of their respective affiliates, principalsmembers, managers, memberspartners, officers, directors, employees, equity holdersor controlling persons (each a “Covered Person”)) for any expenses, agents losses, damages, liabilities, demands, charges, and claims of any kind or other applicable representatives nature whatsoever (including any reasonable attorneys’ fees, expenses, and costs; and expenses relating to investigating or defending any of their respective successorsdemands, assignees or transferees charges, and claims) (collectively, the collectively “Fund and its Related PersonsLosses”) arising from or relating to third parties under this any act performed or omission made by any person in connection with the Agreement for (including in connection with making any investment decisions), except to the extent that such Losses have been determined by a court of competent jurisdiction in a final judgment on the merits to be the direct result of and primarily attributable to an act or omission performed or omitted by such of the Sub-Advisor Party under during the term of this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or that constitutes (i) the Sub-Advisor’s breach willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties under this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) a material violation by the Sub-Advisor of any liability to the extent that such liability may not be waived, modified Investment Guidelines or limited relevant Federal Securities Laws (as defined under applicable law, but shall be construed so as to effectuate the provisions Rule 38a-1 of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act Act) (collectively, “Culpable Conduct”). Without limiting the generality of the foregoing, no Sub-Advisor Covered Person shall be liable for any indirect, special, incidental, consequential damages, or other similar Losses (regardless of whether such Losses were reasonably foreseeable) (collectively, “Special Damages”). b. The Sub-Advisor shall indemnify and hold harmless each Covered Person against any and all direct Losses (other Applicable law, than Special Damages) incurred by a Covered Person that have been determined by a court of competent jurisdiction in a final judgment on the Fund merits to be the direct result of and primarily attributable to an act or omission of the Sub-Advisor that constitutes Culpable Conduct. c. The Advisor and the Trust shall indemnify, defend jointly and severally indemnify and hold harmless each Sub-Advisor Party from and Covered Person against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses direct Losses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses than Special Damages) incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such a Sub-Advisor Party as Covered Person that have been determined by a court of competent jurisdiction in a final judgment on the merits to be the direct result of or in connection with any and primarily attributable to an act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the FundAdvisor, and such Losses were not found to have been the result of Trust, or the Board that constitutes (i) such Sub-Advisor Party’s fraud, gross negligence a material violation of any Applicable Law or willful misconduct in any policy of the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement Board; or (ii) any untrue statement of a material fact contained in any registration statementthe Advisor’s or the Trust’s (including the Board’s) willful misfeasance, proxy materialsbad faith, reports, advertisements, sales literaturegross negligence, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance reckless disregard of its obligations and duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided To the fullest extent permitted by the Investment Company Act or any other Applicable law, none Lessor shall and does hereby agree to indemnify, protect, defend with counsel approved by UTMB, and hold harmless UTMB and The University of the Sub-Advisor Parties shall be liableTexas System, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of and their respective affiliatesaffiliated enterprises, principals, managers, membersregents, officers, directors, attorneys, employees, equity holders, representatives and agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the collectively “Fund and its Related PersonsIndemnitees”) from and against all damages, losses, liens, causes of action, suits, judgments, expenses (including reasonable attorneys’ fees), and other claims of any nature, kind, or to third parties description (collectively “Claims”) by any person or entity, arising out of, caused by, or resulting from Lessor’s performance under this Agreement for Lease and which are caused in whole or in part by any act or negligent act, negligent omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance of Lessor, anyone directly or non-performance of its duties to the Fund indirectly employed by Lessor or the Sub-Advisor’s breach of this Agreementanyone for whose acts Lessor may be liable. Notwithstanding any of the foregoing to the contrary, the The provisions of this Section 10(a) shall not be construed so as to relieve (eliminate or attempt to relieve) the Sub-Advisor of reduce any liability to the extent that such liability may not be waived, modified other indemnification or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted right which any Indemnitee has by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable lawIn addition, the Fund Lessor shall and does hereby agree to indemnify, protect, defend with counsel approved by UTMB, and hold harmless each Sub-Advisor Party Indemnitees from and against all claims arising from infringement or alleged infringement of any patent, copyright, trademark or other proprietary interest arising by or out of the performance of services or the provision of goods by Lessor pursuant to this Lease, or the use by Lessor, or by Indemnitees at the direction of Lessor, of any article or material; provided, that, upon becoming aware of a suit or threat of suit for such infringement, UTMB shall promptly notify Lessor and Lessor shall be given full opportunity to negotiate a settlement. Lessor does not warrant against infringement by reason of UTMB’s design of articles or the use thereof in combination with other materials or in the operation of any process. In the event of litigation, UTMB agrees to cooperate reasonably with Lessor and all lossesparties shall be entitled, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fundlitigation, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund represented by the Sub-Advisor for use thereincounsel at their own expense. (c) Except as may otherwise be provided by The indemnities contained herein shall survive the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach termination of this Agreement or (ii) Lease for any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinreason whatsoever. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided by the Investment Company Act or any other Applicable lawManager and its officers, none of the Sub-Advisor Parties shall be liabledirectors, responsible or accountable in damages or otherwise to the Fundemployees, affiliates and agents (collectively, the Advisor, "Indemnitees") shall have no liability to Sonus or any of their respective affiliatesits subsidiaries, principals, managers, membersor to its shareholders, officers, directors, employees, equity holdersaffiliates or agents, agents or to any third party, for any losses, liabilities, obligations, fines, injunctions or other applicable representatives costs or expenses of any kind, directly or indirectly, sustained, or incurred or arising as a result of their respective successorsthe Indemnitees, assignees (or transferees of any third party retained by a result of the Indemnitees' (collectively, the “Fund and its Related Persons”) or to of any third parties under this Agreement for any act party retained by or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise acting on behalf of the FundManager hereunder) failure to act, failure to perform, failure to exercise a duty of care of for any other cause or reason, except when such action or inaction is found to have been the as may result of such Sub-Advisor Party’s fraudform Manager's criminal actions, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by lawgross negligence. (b) Except as may otherwise Sonus shall indemnify, save and hold harmless the Indemnitees from and against and reimburse the same with respect to any obligation, liability, cost or damage, including costs of defense and investigation (all of which shall be provided paid from time to time upon request by the Investment Company Act Indemnitees, accompanied by a reasonably detailed explanation thereof), directly or indirectly resulting from or relating to the duties, actions and responsibilities of Manager or any other Applicable law, party retained by or acting on behalf of Manager under the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense terms of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fundrelating to such party due to such party's actions ;or failure to act hereunder; provided, and however, that such Losses were indemnification shall not found be applicable to have been the result of (i) such Sub-Advisor Party’s fraudany obligation, liability, cost or dame resulting from Manager's criminal actions, willful misconduct or gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinhereunder. (c) Except Sonus shall include endorsements on all its insurance policies, as Manger shall from time to time request as additional insured thereunder. Manage shall be listed as an additional insured by Sonus on all insurance coverage, including corporate general liability insurance, maintained by Sonus, in such amounts and with such provision and limitation as Manager may otherwise be provided by reasonably deem acceptable for the Investment Company Act or any other Applicable law, the Sub-Advisor adequate protection of Manager. (d) Manager shall indemnify, defend and hold harmless the Fund, the Advisor, Sonus and their respective principals, members, partners, its shareholders, managers, officersofficer, directors, employees, affiliates and agents, and other applicable representatives (collectively, the “Fund Parties”) from and against and reimburse the same with respect to any obligation, liability, cost or damage including costs of defense and investigation (all Losses suffered of which shall be paid from time to time upon the request of any of the foregoing, accompanied by a reasonably detailed explanation thereof), directly or sustained by Fund Parties as indirectly resulting from or relating to the result of (i) any Sub-Advisor Party’s fraud, gross negligence criminal actions or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinmanger hereunder. (d) The foregoing provisions for indemnification shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided by The Bank shall have no liability (in tort, contract or otherwise) to the Investment Company Act for any losses, claims, damages, liabilities or any other Applicable law, none of expenses arising from the Sub-Advisor Parties shall be liable, responsible or accountable Bank’s own acts in damages performing the Bank’s obligations hereunder or otherwise in connection with the Option Liquidity Program and the JPMorgan Options, except for any such losses, claims, damages, liabilities or expenses primarily attributable to the Fund, Bank’s bad faith or gross negligence or the Advisor, or any Bank’s breach of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party obligations under this Agreement or otherwise on behalf any other Transaction Agreement. The Bank shall act as an independent contractor, and nothing herein contained shall constitute the Bank an agent of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by lawCompany. (b) Except as may otherwise be provided by The Company hereby agrees to hold the Investment Company Act Bank harmless and to indemnify the Bank (including any of the Bank’s affiliated companies and any director, officer, agent or employee of the Bank or any such affiliated company) and any director, officer or other Applicable lawperson controlling (within the meaning of Section 20(a) of the Exchange Act) the Bank (including any of the Bank’s affiliated companies) (collectively, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party “Indemnified Persons”) from and against any and all losses, claims, damages, obligationsliabilities or expenses (whether in contract, penalties, actions, suits, judgments, liabilities, coststort or otherwise, and expenses (including, without limitation, reasonable attorneys’ fees and accountants’ feesdisbursements of counsel) whatsoever (as incurred or suffered and including, as well as other costs but not limited to, any and all expenses reasonably incurred in connection with the defense of investigating, preparing or defending any actual or threatened action litigation or proceeding) , commenced or threatened, and amounts paid in settlement of whether or not the Bank or any claims other Indemnified Person shall be a party thereto (collectively, the “Losses”)) suffered or sustained by such Sub-Advisor Party as a result of arising out of, relating to or in connection with any act untrue statement or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any alleged untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literatureTransaction Disclosure Material, or other materials pertaining to the Fund any omission or the alleged omission to state therein in any such material a material fact that was required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made, not misleading, any withdrawal or termination by the Company of the Option Liquidity Program in violation of this Agreement or failure by the Company to comply with the terms of the Transaction Disclosure Materials and this Agreement, including without limitation the terms thereof set forth in the Notice of Option Liquidity Program, any breach by the Company of any representation or warranty or failure to comply with any of the agreements contained herein and activities performed or services furnished pursuant to this Agreement, or otherwise arising out of, relating to or in connection with the Option Liquidity Program, solely to the extent that such Losses are a result of any litigation or proceeding, commenced or threatened, by or on behalf of any Eligible Optionee (as such term is defined in the Notice of Option Liquidity Program) in connection with or arising out of the Transactions; except in the case of any Losses arising out of, relating to or in connection with clause (iv) above (and not otherwise or also arising out of, relating to or in connection with clause (i), (ii), or (iii) above) (A) for any Losses arising out of, relating to or in connection with any activities of a JPMorgan Entity described in Section 6 hereof and (B) for any such Loss that is determined by final and nonappealable judgment of a court of competent jurisdiction to have resulted primarily from the Bank’s bad faith or gross negligence or a breach by the Bank of its obligations under this Agreement or any other Transaction Agreement and except in the case of clause (i) above for any such Loss that arises out of, relates to or in connection with (x) any untrue statement or alleged untrue statement of a material fact contained in any Transaction Disclosure Material or (y) any omission to state in any such material a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, if in any such case such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Bank to the Advisor or the Fund by the Sub-Advisor Company expressly for use therein. The foregoing indemnity shall be in addition to any liability that the Company might otherwise have to the Bank and such other Indemnified Persons. (c) Except If a claim is made against any Indemnified Person, such Indemnified Person shall notify the Company promptly after any written assertion of such claim threatening to institute an action or proceeding with respect thereto and shall notify the Company promptly of any action commenced against such Person within a reasonable time after such Person shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Failure so to notify the Company shall not, however, relieve the Company from any liability that it may have on account of this indemnity or otherwise except to the extent the Indemnified Person shall have been materially prejudiced in any material respect by such failure. The Company shall be provided entitled to participate at its own expense in the defense of any such litigation or proceeding but such defense shall be conducted by counsel to such Indemnified Person. The Company shall, upon the request of such Indemnified Person, assume the defense of any such litigation or proceeding including the payment for the fees and expenses of counsel, and in the case of any such request such defense shall be conducted by counsel reasonably satisfactory to the Bank. In any such litigation or proceeding the defense of which the Company shall have so assumed, any Indemnified Person shall have the right to participate in such litigation or proceeding and to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include one or both of (x) the Company and (y) the Indemnified Person and representation of both parties by the Investment same counsel in the opinion of counsel to such Indemnified Person would be inappropriate due to actual or potential differing interests between them. It is understood that the Company Act shall not, in connection with any litigation or proceeding or related litigation or proceedings in the same jurisdiction, be liable under this agreement for the fees and expenses of more than one separate firm for all such Indemnified Persons. Such firm shall be designated in writing by the Bank. The Company shall not be liable for any other Applicable lawsettlement of any litigation or proceeding effected without the written consent of the Company, but if settled with such consent or if there be a final judgment for the plaintiff, the Sub-Advisor shall indemnifyCompany agrees, defend and hold harmless subject to the Fundprovisions of this Section 19(c), to indemnify the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) Indemnified Person from and against any and all Losses suffered loss or sustained liability by Fund Parties as the result reason of (i) any Sub-Advisor Party’s fraud, gross negligence such settlement or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinjudgment. (d) The foregoing provisions for indemnification indemnity agreements contained in this Section 19(d) and the representations and warranties of the Company set forth in this Agreement shall be remain operative and in addition tofull force and effect regardless of (i) any failure to commence, and shall in no respect limit or restrictthe withdrawal, any other remedies which may be available to a party under this Agreementtermination or consummation of, at law, in equity the Option Liquidity Program or otherwise in connection with any breach the termination of this Agreementagreement, (ii) any investigation made by or on behalf of any Indemnified Person and (iii) any withdrawal or termination by the Bank pursuant to Section 10 or otherwise.

Liability Indemnification. (a) Except as may otherwise AP shall be provided by responsible only for providing the Investment services specifically set forth in the attached Exhibit(s) issued under this Agreement. AP shall not be responsible for any act or omission of any third party in connection with the Plan(s), including any act or omission of Company Act or any advisor utilized in connection with the Plan(s). (b) Notwithstanding any other Applicable lawprovision of this Agreement or in Exhibit 1, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or neither AP nor any of their respective affiliates, principals, managers, members, its officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees affiliates (collectively, the “Fund and its Related PersonsParties”) shall be subject to any liability to Company or to third parties under this Agreement any other person, firm, or organization, for any act or omission performed of AP, or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf any of its Related Parties, in the course of the Fundperformance of this Agreement, any services provided in Exhibit 1 or otherwise, except when such action with respect to actions or inaction is omissions of AP that shall have been found to have been the result of such Sub-Advisor Party’s constituted fraud, gross negligence or willful misconduct in the performance or non-performance of its duties with respect to the Fund or the Sub-Advisor’s breach services to be performed pursuant to this Agreement. For purposes of this Agreement. Notwithstanding , an “affiliate” of a party means any of the foregoing to the contraryperson controlled by, the provisions of this Section 10(a) shall not be construed so as to relieve (controlling or attempt to relieve) the Sub-Advisor of any liability to the extent that under common control with such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by lawparty. (bc) Except as may otherwise be provided by the Investment AP indemnifies Company Act or any other Applicable law, the Fund shall indemnify, defend and Company’s Related Parties and agrees to hold Company and Company’s Related Parties harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgmentscosts, liabilities, costs, damages and expenses (including, without limitation, reasonable attorneys’ actually incurred by Company and accountants’ fees, as well as other costs and expenses incurred in connection with the defense arising out of any actual acts or threatened action or proceeding) and amounts paid in settlement omissions of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not AP that shall be found to have been the result of (i) such Sub-Advisor Party’s constitute fraud, gross negligence or willful misconduct in the performance or non-performance of its duties with respect to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required services to be stated therein or necessary performed under Exhibit 1 issued pursuant to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Parties”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinAgreement. (d) The foregoing provisions for indemnification Notwithstanding the foregoing, AP’s liability and obligation to indemnify Company and Company’s Related Parties under this Agreement shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available limited to a party the aggregate amount of fees actually paid to AP pursuant to the applicable Exhibit issued under this Agreement, at to the extent such limitation of damages shall be enforceable under applicable law. (e) Company indemnifies AP and AP’s Related Parties against, in equity and agrees to hold AP and AP’s Related Parties harmless from, all losses, costs, liabilities, damages and expenses arising out of or otherwise in connection with (i) the breach by Company or its Related Parties of any breach of Company representations, warranties or covenants hereunder, (ii) Company’s operation of the Plan(s), including but not limited to its determinations relating to rights and/or entitlements of participants under the Plan(s), (iii) (f) The provisions of this Section 12, and any representation or warranty made in this Agreement, shall survive the termination of this Agreement.

Liability Indemnification. (a) Except as may otherwise be provided by in the Investment Company 1940 Act or any other Applicable lawfederal securities laws, none of the Sub-Advisor Parties adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. Additionally, the Sub-adviser shall not be liableliable to the Adviser or the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Sub-adviser by a duly authorized officer of the Adviser or the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board. The Sub-adviser shall not be responsible or accountable liable for any failure or delay in damages performance of its obligations under this Agreement arising out of or otherwise caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the FundSub-adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. Lastly, the AdvisorSub-Adviser shall not be liable to the Adviser, or any of their respective affiliates, principals, managers, members, its officers, directors, agents, employees, equity holders, agents controlling persons or other applicable representatives shareholders or to the Trust or its shareholders for any acts of the Adviser or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Subother sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties adviser to the Fund or with respect to any portion of the assets of the Fund not managed by the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by lawadviser. (b) Except as may otherwise be provided by the Investment Company 1940 Act or any other Applicable federal securities law, the Fund Adviser shall indemnify, defend indemnify and hold harmless each Sub-Advisor Party from adviser, its officers, employees, consultants, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the Securities Act) (collectively, “Sub-adviser Indemnitees”) against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, damages or liabilities (including reasonable legal and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with expenses) to which any of the defense of any actual Sub-adviser Indemnitees may become subject at common law or threatened action or proceeding) and amounts paid in settlement of any claims otherwise (collectively, “Sub-adviser Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found due to have been the result of (i) such Sub-Advisor Party’s any material breach by the Adviser of this Agreement, (ii) any willful misfeasance, bad faith, fraud, gross negligence or willful misconduct reckless disregard of Adviser in the performance or non-performance of any of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or obligations hereunder, (iiiii) any untrue statement of a material fact contained in any registration statementthe Prospectus, Statement of Additional Information, proxy materials, reportsadvertisements or sales literature of the Fund, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor adviser to the Adviser in writing and intended for use therein; or (iv) any event relating to the Fund occurring prior to the effective date of this Agreement. Notwithstanding the foregoing, the Sub-Adviser Indemnitees shall not be entitled to any indemnity hereunder for any Sub-adviser Losses resulting from any claim by the Adviser for breach of this Agreement. (c) Except as may otherwise be provided by the Investment Company 1940 Act or any other Applicable federal securities law, the Sub-Advisor adviser shall indemnify, defend indemnify and hold harmless the FundAdviser, the Advisor, and their respective principals, members, partners, shareholders, managers, its officers, directors, employees, agentsconsultants, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and other applicable representatives all controlling persons (as described in Section 15 of the Securities Act) (collectively, the “Fund PartiesAdviser Indemnitees”) from and against any and all Losses suffered losses damages or sustained by Fund Parties as liabilities (including reasonable legal and other expenses) to which any of the result of Adviser Indemnitees may become subject at common law or otherwise (collectively, “Adviser Losses”), due to (i) any material breach by the Sub-Advisor Party’s adviser of this Agreement, (ii) any willful misfeasance, bad faith, fraud, gross negligence or willful misconduct reckless disregard of Sub-adviser in the performance or non-performance of any of its duties to the Fund or the Sub-Advisor’s breach of this Agreement obligations hereunder, or (iiiii) any untrue statement of a material fact contained in any registration statementthe Prospectus, Statement of Additional Information, proxy materials, reports, advertisements, advertisements or sales literature, or other materials pertaining to literature of the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund Adviser by the Sub-Advisor adviser in writing and intended for use therein. Notwithstanding the foregoing, the Adviser Indemnitees shall not be entitled to any indemnity hereunder for any Adviser Losses resulting from any claim by the Sub-adviser for breach of this Agreement. (d) The foregoing provisions Adviser shall expect of the Sub-adviser, and the Sub-adviser will give the Adviser and the Trust the benefit of, the Sub-adviser’s best judgment and efforts in rendering its services hereunder. Nothing herein shall be deemed to protect, or purport to protect, a party hereto against any liability to any other party or the Trust to which such party would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of such party’s duties or obligations hereunder, or by reason of such party’s reckless disregard of its obligations and duties hereunder. (e) The Sub-adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Sub-adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (f) In the event that a party (the “Indemnitee”) shall sustain or incur any Sub-adviser Losses or Adviser Losses, as the case may be (“Losses”) or be subject to any Claim (as defined in Section 5(g)), in respect of which indemnification may be sought by such party pursuant to this Section 5, the Indemnitee shall assert a claim for indemnification by giving prompt written notice of such Losses or such Claims (“Notice”), which shall be describe in addition toreasonable detail the facts and circumstances of the Losses or Claims upon which the asserted claim for indemnification is based, to the party from whom indemnification is sought pursuant to this Section 5 (the “Indemnitor”), and shall thereafter keep the Indemnitor reasonably informed with respect thereto; provided that failure of the Indemnitee to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of any of its obligations hereunder, except and then solely to the extent that the Indemnitor is materially prejudiced by such failure. (g) In case any claim, proceeding, litigation or other action is brought against any Indemnitee in no respect limit or restrict, any other remedies of which indemnification may be sought by the Indemnitee pursuant to this Section 5 (a “Claim”), the Indemnitor shall have the right to assume, conduct and control the defense, compromise or settlement thereof, by written notice to the Indemnitee of its intention to do so within thirty (30) days after receipt of the Notice, at the Indemnitor’s own expense, and thereupon to prosecute in the name and on behalf of the Indemnitee any available cross-claims, counter-claims or third-party claims arising with respect to the Claim and to employ counsel with respect thereto that is reasonably acceptable to the Indemnitee. The Indemnitee, together with its affiliated persons (within the meaning of Section 2(a)(3) of the 1940 Act) and controlling persons (as described in Section 15 of the Securities Act) (such affiliated and controlling person, its “Affiliates”), shall cooperate with Indemnitor in the defense of such Claim and make all relevant personnel and books and records available to Indemnitor as reasonably requested. If the Indemnitor shall assume the defense of such Claim, it shall not settle such Claim unless (i) such settlement includes as an unconditional term thereof the giving by the claimant or the plaintiff of a party under release of the Indemnitee, reasonably satisfactory to the Indemnitee, from all liability (with no monetary obligations, and no injunctive or equitable relief, imposed on Indemnitee thereunder) with respect to such Claim and (ii) such settlement does not contain an admission of any fault on the part of the Indemnitee without the Indemnitee’s consent. Notwithstanding the assumption by the Indemnitor of the defense of any Claim as provided in this AgreementSection 5(g), and without limiting the Indemnitor’s right to assume, conduct and control the defense, compromise or settlement thereof, the Indemnitee shall be permitted to join in (but not control) the defense of such Claim and to employ counsel at lawits own expense. (h) If the Indemnitor shall fail to notify the Indemnitee of its desire to assume the defense of any such Claim within the prescribed thirty (30) day period set forth in Section 5(g), or shall notify the Indemnitee that it will not assume the defense of any such Claim, or if the Indemnitor shall fail to conduct the defense of any such Claim in good faith and at its expense, and such failure continues for more than ten (10) days after written notice thereof from the Indemnitee to the Indemnitor, then the Indemnitee may assume the defense of any such Claim in the place of the Indemnitor by giving written notice to the Indemnitor, in equity which event Indemnitee shall use commercially reasonable efforts to the conduct the defense of such Claim, and the Indemnitor shall be bound by any determinations made in any proceeding with respect to such Claim or otherwise any settlement thereof effected by the Indemnitee, which settlement has been approved by Indemnitor (such approval not to be unreasonably withheld, conditioned or delayed); provided that any such determinations or settlement shall not affect the right of the Indemnitor to dispute the Indemnitee’s claim for indemnification in connection accordance with any breach the terms of this Agreement. (i) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement is intended to, or shall, in any way, constitute a waiver or limitation of (i) any legal rights or remedies that the Adviser may otherwise have under applicable law, or (ii) any duties owed by the Sub-adviser under applicable law, including, in each case, under the U.S. federal and state securities laws or any other laws, whose applicability may not be so waived or limited.

Liability Indemnification. (a) Except as may otherwise be provided by the Investment Company Act In no event shall either Equifax or Certegy, or any member of their respective Groups, have any liability, whether based on contract, tort (including, without limitation, negligence or strict liability), warranty or any other Applicable lawlegal or equitable grounds, none for any punitive, consequential, indirect, exemplary, special or incidental loss or damage suffered by the other arising from or related to this Agreement, including without limitation, loss of data, profits, interest or revenue, or interruption of business, even if such party has been informed of or might otherwise have anticipated or foreseen the Sub-Advisor Parties possibility of such losses or damages. Notwithstanding the foregoing, any damages awarded or obtained (whether by settlement, compromise or judgment) as a result of Third Party Claims shall be liable, responsible or accountable in considered direct damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach purposes of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except The limitations set forth in Section 8(a) above shall not apply to liabilities which may arise as may otherwise be provided by the Investment Company Act or any other Applicable law, result of the Fund willful misconduct of a party. (c) Certegy shall indemnify, defend and hold harmless each Sub-Advisor Party Equifax and its affiliates and their respective directors, officers, employees and agents (the "Equifax Indemnitees") from and against any and all lossesdamage, claimsloss, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, liability and expenses expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ ' fees and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceedingexpenses) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act and all actions or omission threatened actions ("Indemnifiable Losses") incurred or suffered by such Sub-Advisor Party under this Agreement or otherwise on behalf any of the FundEquifax Indemnitees arising from, and such Losses were not found related to have been the result of or associated with (i) such Sub-Advisor Party’s fraudEquifax's furnishing or failure to furnish the services provided for in this Agreement, gross negligence or other than liabilities arising out of the willful misconduct in of the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or Equifax Indemnitees and (ii) any untrue statement the willful misconduct of a material fact contained Certegy in any registration statement, proxy materials, reports, advertisements, sales literature, furnishing or other materials pertaining failing to furnish the Fund or the omission to state therein a material fact that was required services to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made provided by Certegy in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinthis Agreement. (cd) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor Equifax shall indemnify, defend and hold harmless the Fund, the Advisor, Certegy and its affiliates and their respective principals, members, partners, shareholders, managersdirectors, officers, directors, employees, agents, employees and other applicable representatives agents (collectively, the “Fund Parties”"Certegy Indemnitees") from and against any and all Indemnifiable Losses incurred or suffered by any of the Certegy Indemnitees arising from, related to or sustained by Fund Parties as the result of associated with (i) any Sub-Advisor Party’s fraudCertegy's furnishing or failure to furnish the services provided for in this Agreement, gross negligence or other than liabilities arising out of the willful misconduct in of the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or Certegy Indemnitees, and (ii) any untrue statement the willful misconduct of a material fact contained Equifax in any registration statement, proxy materials, reports, advertisements, sales literature, furnishing or other materials pertaining failing to furnish the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required services to be stated therein or necessary provided by Equifax to make the statements therein not misleading, if such statement or omission was made Certegy in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use thereinthis Agreement. (de) No insurer or any other third party shall be, by virtue of the foregoing indemnification provisions, (i) entitled to a benefit it would not be entitled to receive in the absence of such provisions, (ii) relieved of the responsibility to pay any claims to which it is obligated, or (iii) entitled to any subrogation rights with respect to any obligation hereunder. (f) The foregoing provisions procedures for indemnification indemnity claims pursuant to this Section 8 shall be those set forth in addition toArticle V of the Distribution Agreement. (g) Notwithstanding anything contained herein to the contrary, in no event shall either Equifax or Certegy, or any member of either of their respective Groups, in the aggregate, (each a "Liable Party"), have any liability including, without limitation, the obligation to indemnify the recipient of a particular service, to any member of the other Group during any Contract Year (as defined below), for Indemnifiable Losses arising under a particular Exhibit in an amount in excess of the fees received by such Liable Party under such Exhibit from the other Group during such Contract Year. "Contract Year" means a twelve (12) month period beginning at the Effective Time or the first anniversary of the Effective Time (or the first date upon which the provider of services under an Exhibit is obligated to begin providing such services (if later than the Effective Time), and the first anniversary of such date); provided, however, that the limitation on liability set forth in this Section 8(g) shall in no respect limit or restrict, any other remedies which may be available not apply to a party under this Agreement, at law, in equity or otherwise in connection with any breach of this Agreementlosses caused by willful misconduct.

Liability Indemnification. (a) Except as may otherwise be provided by The Administrator shall give the Investment Company Act or any other Applicable law, none Fund the benefit of the Sub-Advisor Parties shall Administrator’s reasonable best efforts and diligence in rendering services under this Agreement. The parties acknowledge the importance of the Administrator freely exercising its reasonable judgment in the performance of its responsibilities, obligations and duties hereunder, and thus the Administrator may rely on information reasonably believed by it to be liableaccurate and reliable. Accordingly, responsible or accountable in damages or otherwise to the Fundabsence of willful misfeasance, the Advisorbad faith, gross negligence, or any reckless disregard of their respective affiliatesthe responsibilities, principalsobligations or duties hereunder, managers, neither the Administrator nor its members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees control persons (collectively, the “Fund and its Related Covered Persons”) or shall be subject to third parties under this Agreement any liability for any act or omission performed in connection with or omitted by such Sub-Advisor Party arising out of any services rendered under this Agreement or otherwise on behalf related to this Agreement, or for any Losses (as defined below) that may be sustained in the purchase, holding or sale of any security or other asset by the Fund. Any liability incurred by the Administrator pursuant to this paragraph 8(a) in any year shall be limited to the revenues of the Administrator derived from the Fund in that fiscal year of the Fund. The Administrator shall be responsible as provided herein for the performance of only such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of any other party, except when including other agents of or service providers to the Fund. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such action damages arising out of any act or inaction failure to act hereunder. (b) The Administrator is found authorized and instructed to have been rely upon the information it receives from the Fund, its Trustees or any third-party agent (including, without limitation, the Fund’s custodian(s), pricing services or sources) authorized by the Fund to provide such information to the Administrator. The Fund and any third-party agents from which the Administrator shall receive or obtain certain records, reports and other data used or relied upon by the Administrator in rendering the services provided hereunder are solely responsible for the contents of such information, including, without limitation, the accuracy thereof. The Administrator has no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered by the Fund as a result of the Administrator’s reliance on and utilization of such Subinformation. The Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Fund or any third-Advisor Partyparty agent to provide it with the information required. (c) The Fund shall indemnify and save harmless the Covered Persons and their executors, heirs, assigns, successors or other legal representatives (“Indemnitees”), to the fullest extent permitted by law, from and against any and all claims, liabilities, damages, losses, costs, charges, fees, penalties and other expenses (including reasonable attorney’s fraudfees and disbursements) of every nature and character (“Losses”), gross negligence which may be asserted against or willful misconduct incurred by any Indemnitee or for which any Indemnitee may be held liable (a “Claim”) and that in any way arise out of or in connection with, or in any way relate to, the performance or non-performance of its duties to or by the Fund or the Sub-Advisor’s breach Indemnitee of this Agreement. Notwithstanding any of the foregoing to the contraryAdministrator’s duties, the provisions of this Section 10(a) responsibilities, or services hereunder, whether express or implied hereunder; provided, however, that no Indemnitee shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of indemnified against any liability to by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law. (b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party Indemnitee’s duties under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein. (c) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Sub-Advisor shall indemnify, defend and hold harmless the Fund, the Advisor, and their respective principals, members, partners, shareholders, managers, officers, directors, employees, agents, and other applicable representatives (collectively, the “Fund Partiesdisabling conduct”) from and against any and all Losses suffered or sustained by Fund Parties as the result of (i) any Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Advisor or the Fund by the Sub-Advisor for use therein). (d) The foregoing provisions for indemnification Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties), shall be paid from time to time by the Fund in addition to, and shall in no respect limit advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or restrict, any other remedies which may be available on behalf of the Indemnitee to a party repay amounts so paid to the Fund if it is ultimately determined that indemnification of such expenses is not indemnifiable under this Agreement; provided, at lawhowever, that expenses shall not be advanced by the Fund unless (i) the Indemnitee has provided security considered in the reasonable discretion of the Trustees to be appropriate for such undertaking; or (ii) the Fund shall be insured against losses arising from any such advance payments; or (iii) a reasonable belief is formed that the Indemnitee ultimately will be found entitled to indemnification, as determined by either (x) a majority of the Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Fund who are not parties to the proceeding, acting on the matter, or (y) independent legal counsel, in equity a written opinion that includes a discussion of pertinent facts and legal analysis, based upon a review of readily available facts (as opposed to a full trial-type inquiry). (e) Promptly after receipt of notice of the commencement of an investigation, action, claim or otherwise proceeding, an Indemnitee shall notify the Fund in writing of the commencement thereof, although the failure to do so shall not prevent recovery under this paragraph. The Fund shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Loss or Claim, but if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund and approved by the Indemnitee, which approval shall not be unreasonably withheld. In the event the Fund elects to assume the defense of any such suit and retain such counsel and notifies the Indemnitee of such election, the Indemnitee in such suit shall bear the fees and expenses of any additional counsel retained by it subsequent to the receipt of the Fund’s election. If the Fund does not elect to assume the defense of any such suit, or in case the Indemnitee does not, in the exercise of reasonable judgment, approve of counsel chosen by the Fund, or in case there is a conflict of interest between the parties or a party and any Indemnitee, the Fund will reimburse the Indemnitee in such suit for the reasonable fees and expenses of any counsel retained by the Indemnitee. (f) In the event the Fund elects to assume its own defense in any such suit, the Fund agrees that it shall not enter into any settlement agreement or similar agreement with other parties in such suit unless the Administrator and all of the other Indemnitees named as defendants are unconditionally released in such agreement or arrangement, or unless the Administrator provides its consent to such settlement or similar arrangement in writing. (g) The Administrator shall look solely to Fund property for satisfaction of claims of any nature against the Fund or a Trustee, officer or agent of the Fund arising in connection with the affairs of the Fund. (h) The indemnification agreement and all obligations of the parties contained in this paragraph 8 shall remain operative and in full force and effect regardless of any breach investigation made by or on behalf of any party seeking indemnification and shall survive the delivery of any shares of the Fund and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of parties indemnified hereunder and their estates and successors.