Common use of Liability Indemnification Clause in Contracts

Liability Indemnification. The Agent agrees to use reasonable care and to act in good faith in performing its duties hereunder and shall not be liable for any error in judgment or mistake of law or for any loss suffered by the Trust or any Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Notwithstanding the foregoing, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, the Agent shall be entitled to rely and to act upon: (i) telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of the Trust, according to such lists of authorized officers and employees furnished to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees of the Trust; and (iii) any genuine instrument signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same.

Liability Indemnification. The Agent agrees (a) Except with respect to use reasonable care the Private Owner Pledged Account and to act the Qualifying Cash Collateral on deposit in good faith in performing its duties hereunder and shall not be liable for any error in judgment or mistake of law or for any loss suffered by the Trust or any Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Notwithstanding the foregoingAccount, the Agent Company shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold harmless the Custodian and Paying Agent harmless and the directors, officers, agents and employees of the Custodian and Paying Agent against any and all liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, expenses or expenses (disbursements of any kind or nature whatsoever, including reasonable counsel attorney’s fees and expenses) ("Losses") resulting from litigation costs, that may be imposed on, incurred by, or asserted against it or them in any claim, demand, action way relating to or suit and arising out of this Agreement or in connection with any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Agent's duties on behalf Custodian and Paying Agent because of the Trust breach by the Custodian and Paying Agent of its obligations hereunder, except insofar as such Losses result from the willful misfeasancewhich breach was caused by negligence, bad lack of good faith or gross negligence willful misconduct on the part of the Custodian and Paying Agent or any directors, officers, agents or employees of the Custodian and Paying Agent. The foregoing indemnification shall survive any resignation or removal of the Custodian and Paying Agent or the termination or assignment of this Agreement. (b) The Private Owner shall indemnify and hold harmless the Paying Agent and the directors, officers, agents and employees of the Paying Agent against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s fees and litigation costs, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Agreement with respect to the Private Owner Pledged Account or the Qualifying Cash Collateral on deposit in such Account or any action taken or not taken by it hereunder with respect to the Private Owner Pledged Account or the Qualifying Cash Collateral on deposit in such Account unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against the Paying Agent because of the breach by the Paying Agent of its obligations hereunder with respect to the Private Owner Pledged Account or the Qualifying Cash Collateral on deposit in such Account, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Paying Agent or any directors, officers, agents or employees of the Paying Agent. The foregoing indemnification shall survive any resignation or removal of the Paying Agent or the termination or assignment of this Agreement. (c) In the event that the Custodian fails to produce a Custodial Document that was not identified as an Exception in the performance then controlling Loan Schedule and Exception List within two (2) Business Days after required or requested by the Company, and such Custodial Document is not outstanding pursuant to a Request for Release and Receipt of its duties hereunder or from its reckless disregard of such duties. In performing services hereunderthe Custodial Documents in the form attached as Exhibit H (a “Custodial Delivery Failure”), the Agent shall be entitled to rely and to act upon: then (i) telephone instructions relating with respect to any missing Note with respect to which a Custodial Delivery Failure has occurred and has continued in excess of three (3) Business Days, the Custodian promptly shall deliver to the exchange or redemption of shares received by Company upon request a Lost Instrument Affidavit in the Agent form attached as Exhibit L (unless the original Note shall have been delivered prior to such time) and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) with respect to any instructions executed or orally communicated by missing document related to such Loan, including a duly authorized officer or employee missing Note, (A) the Custodian shall indemnify the Company, the Purchase Money Notes Guarantor and the Collateral Agent in accordance with Section 13.1(c) and (B) at the Company’s option, at any time the long term obligations of the TrustCustodian are rated below the second highest rating category of Xxxxx’x Investors Service, according to Inc. or Standard and Poor’s Ratings Group, a division of XxXxxx-Xxxx, Inc., the Custodian shall obtain and maintain an insurance bond naming the Company, the Purchase Money Notes Guarantor and the Collateral Agent, and their successors in interest and assigns as loss payees, insuring against any losses associated with the loss of such lists of authorized officers and employees furnished document, in an amount equal to the then outstanding principal balance of the related Loan or such lesser amount requested by the Company in the Company’s sole discretion. (d) The Custodian and Paying Agent hereby indemnifies and holds harmless the Company, the Purchase Money Notes Guarantor and the Collateral Agent and as amended from time their respective directors, officers, employees, agents and designees, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys’ fees and litigation costs, that may be imposed on, incurred by, or asserted against it or them in any way relating to time in writing by or arising out of a resolution Custodial Delivery Failure or the Custodian and Paying Agent’s negligence, lack of good faith or willful misconduct or any breach of any of the Board of Trustees conditions, representations, warranties or obligations of the TrustCustodian and Paying Agent contained herein; provided that in no event shall the Custodian and (iii) Paying Agent or any genuine instrument signeddirectors, countersigned officers, agents or executed employees of the Custodian and Paying Agent have any liability with respect to any special, indirect, punitive or consequential damages suffered by the Company. The foregoing indemnification shall survive any person termination or persons authorized to sign, countersign or execute the sameassignment of this Agreement.

Liability Indemnification. The Agent agrees to use reasonable care and to act in good faith in performing its duties hereunder and shall not be liable for any error in judgment or mistake of law or for any loss suffered by the Trust or any Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Notwithstanding the foregoing, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction correct of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, the Agent shall be entitled to rely and to act upon: (i) telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of the Trust, according to such lists of authorized officers and employees furnished to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees Directors of the Trust; and (iii) any genuine instrument signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same.

Liability Indemnification. (a) The Agent agrees Administrator shall give the Trust the benefit of the 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 use reasonable care be accurate and reliable. Accordingly, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the responsibilities, obligations or duties hereunder, neither the Administrator nor its stockholders, officers, directors, employees, agents or control persons (collectively, the “Covered Persons”) shall be subject to any liability for any act or omission in good faith connection with or arising out of any services rendered under this Agreement or otherwise related to this Agreement, or for any Losses (as defined below) that may be sustained in performing its the purchase, holding or sale of any security or other asset by the Trust. 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 Trust in that fiscal year of the Trust. The Administrator shall be responsible as provided herein for the performance of only such duties hereunder 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 Trust. The Administrator shall not be liable for any error in judgment special, indirect, incidental, punitive or mistake consequential damages, including lost profits, of law 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 Trust, its Trustees or any third party agent (including, without limitation, the Trust’s custodian(s), manager(s), sub-adviser(s), and pricing services or sources) authorized by the Trust to provide such information to the Administrator. The Trust 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 Trust as a result of the Administrator reliance on and utilization of such information. The Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust or any Fund in connection third party agent to provide it with the matters to which this Agreement relatesinformation required. (c) The Trust shall indemnify and save harmless the Covered Persons and their executors, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Notwithstanding the foregoingheirs, the Agent shall not be liable assigns, successors or responsible for delays or errors occurring by reason of circumstances beyond its controlother legal representatives (“Indemnitees”), including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the fullest extent appropriate equipment is available. The Trust will indemnify permitted by law, from and hold the Agent harmless against any and all lossesclaims, claimsliabilities, damages, liabilities or losses, costs, charges, fees, penalties and other expenses (including reasonable counsel attorney’s fees and expensesdisbursements) of every nature and character ("“Losses"”) resulting from which may be asserted against or incurred by any claim, demand, action Indemnitee or suit for which any Indemnitee may be held liable (a “Claim”) and arising that in any way arise out of or in connection with with, or in any way relate to, the Agent's performance or non-performance of or by the Indemnitee of any of the Administrator’s duties, responsibilities, or services hereunder, whether express or implied hereunder; provided, however, that no Indemnitee shall be indemnified against any liability by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). (d) 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 Trust in advance of the final disposition of a proceeding upon receipt by the Trust of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to the Trust hereunderif it is ultimately determined that indemnification of such expenses is not indemnifiable under this Agreement; provided, except insofar however, that expenses shall not be advanced by the Trust unless (i) the Indemnitee has provided security considered in the reasonable discretion of the Trustees to be appropriate for such undertaking; or (ii) the Trust 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 Losses result from term is defined in the willful misfeasance, bad faith or gross negligence 1000 Xxx) of the Agent Trust who are not parties to the proceeding, acting on the matter, or (y) independent legal counsel, in 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 performance commencement of its duties hereunder an investigation, action, claim or from its reckless disregard proceeding, an Indemnitee shall notify the Trust in writing of such dutiesthe commencement thereof, although the failure to do so shall not prevent recovery under this paragraph. In performing services hereunder, the Agent The Trust shall be entitled to rely 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 Trust elects to assume the defense, such defense shall be conducted by counsel chosen by the Trust and approved by the Indemnitee, which approval shall not be unreasonably withheld. In the event the Trust elects to act upon: (i) telephone instructions relating 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 exchange or redemption of shares received by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee receipt of the Trust’s election. If the Trust does not elect to assume the defense of any such suit, according or in case the Indemnitee does not, in the exercise of reasonable judgment, approve of counsel chosen by the Trust, or in case there is a conflict of interest between the parties or a party and any Indemnitee, the Trust 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 Trust elects to assume its own defense in any such suit, the Trust 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 lists settlement or similar arrangement in writing. (g) The Administrator shall look solely to Trust property for satisfaction of authorized officers and employees furnished to claims of any nature against the Agent and as amended from time to time in writing by Trust or a resolution Trustee, officer or agent of the Board of Trustees Trust arising in connection with the affairs of the Trust; . (h) The indemnification agreement and (iii) all obligations of the parties contained in this paragraph 7 shall remain operative and in full force and effect regardless of any genuine instrument signedinvestigation made by or on behalf of any party seeking indemnification, countersigned or executed by and shall survive the delivery of any person or persons authorized shares of the Trust and the termination of this Agreement. This agreement of indemnity will inure exclusively to sign, countersign or execute the samebenefit of parties indemnified hereunder and their estates and successors.

Liability Indemnification. The Agent As to the Town, Developer agrees to assume the risk of all personal injury, including death and bodily injury, and damage to and destruction of property, including loss of use reasonable care and to act therefrom, caused by or sustained, in good faith whole or in performing its duties hereunder and shall not be liable for any error part, in judgment conjunction with or mistake arising out of law the performance or for any loss suffered nonperformance of this Agreement by Developer or by the Trust conditions created thereby. Developer expressly agrees to indemnify and hold harmless the Town, and any of its board members, commissioners, officials, officers, agents, contractors, attorneys, or employees from any Fund and all damages, liability, expenses, or court awards, including costs and attorney's fees that are or may be awarded as a result of any loss, injury or damage sustained or claimed to have been sustained by any third party, including but not limited to, any person, firm, partnership, or corporation, in connection with the matters to which this Agreement relatesor arising out of any intentional, provided that the Agent has acted reckless, negligent or tortious conduct, error, omission, or act of commission by Developer or any of its employees, agents, or others acting on Developer's behalf in accordance with such standard and with the terms performance of this Agreement. Notwithstanding Nothing in this Agreement shall be construed as constituting a covenant, promise, or agreement by the foregoingDeveloper to indemnify or hold the Town, its elected officials, board members, commissioners, officials, officers, agents, Developers, attorneys, or employees harmless for any negligence solely attributable to the Town, its elected officials, boards, commissions, officials, officers, agents, Developers, attorneys, or employees. The Developer’s obligation to indemnify pursuant to this Section shall survive the termination of this Agreement. If the Town initiates any suit or action under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, and prevails in such suit or action, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, the Agent Town shall be entitled to rely and to act upon: (i) telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent to have originated recover from the record owner Developer all fees, costs and expenses of enforcing any right of the subject shares; (ii) any instructions executed Town under or orally communicated by a duly authorized officer or employee with respect to this Agreement, including without limitation, such reasonable fees and expenses of the Trustattorneys, according to such lists accountants, and expert witnesses, which shall include, without limitation, all fees, costs and expenses of authorized officers and employees furnished to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees of the Trust; and (iii) any genuine instrument signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the sameappeals.

Liability Indemnification. The Agent agrees to use reasonable care and to act in good faith in performing its duties hereunder and VAM shall not be liable for any error in judgment or mistake of law or for any loss suffered its acts and omissions caused by the Trust or any Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Notwithstanding the foregoing, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder under this Contract, and nothing herein shall protect VAM against any such liability to the Fund or from its reckless disregard shareholders; provided, however, that VAM shall not be liable for acts and omission not caused by VAM's willful misfeasance, bad faith or gross negligence; and provided further that VAM shall not be liable for the acts and omissions of any agent employed by VAM, nor for those of any bank, trust company, broker or other person with whom or into whose possession any monies or securities and investments may be deposited, pursuant to the provisions of this Contract or any other Fund contract; and provided further that VAM shall not be liable for any defect in title of any property acquired, nor for any loss unless it shall occur through its own willful default, and provided further that VAM shall not be liable for any action taken or omitted to be taken by VAM on the advice of counsel to VAM, provided that said counsel is reasonably acceptable to the Fund. VAM agrees to indemnify the Fund against any and all actions, litigation and other proceedings of any kind or nature and against any loss, liability, judgment, cost or penalty imposed as a result of such dutiesactions, litigation or proceedings in any way arising out of or in connection with any willful misfeasance, bad faith or gross negligence on the part of VAM in the performance of its duties under this Contract or any of its directors, officers, employees, representatives or agents in connection with the responsibilities assumed by VAM hereunder. In performing services hereunderthe event of the threat or institution of any such action, litigation or legal proceedings against the Fund, VAM shall defend such action, litigation or proceedings on behalf of the Fund at its own expense, and shall pay any such loss, liability, judgment, cost or penalty resulting therefrom, whether imposed by legal authority or agreed upon by way of compromise and settlement; provided, however, VAM INTERIM INVESTMENT ADVISORY CONTRACT PAGE 4 shall not be required to pay or reimburse the Fund for any loss, liability, judgment, cost or penalty incurred as a result of information supplied by, or as the result of the omission to supply information by, the Agent shall be entitled Fund to rely and VAM, or to act upon: (i) telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated VAM by a duly authorized director, officer or employee of the TrustFund who is not an "interested person" (as defined in the Investment Company Act of 1940, according as amended) of VAM, unless the information so supplied or omitted was known, or reasonably should have been known, to such lists of authorized officers and employees furnished VAM without recourse to the Agent and as amended from time Fund or any such person referred to time in writing by a resolution of the Board of Trustees of the Trust; and (iii) any genuine instrument signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the sameabove.

Liability Indemnification. (a) The parties hereto agree that the duties of the Collateral Agent agrees to use reasonable care hereunder are purely ministerial in nature and to act that the Collateral Agent shall incur no liability hereunder or otherwise (except in good faith in performing its duties hereunder and shall not be liable the event of a final adjudication of willful misconduct or gross negligence) for any error in judgment or mistake of law action taken by it hereunder or for any loss suffered by failure or refusal to act pursuant to any notice, direction or instructions which it may receive from any party hereto or for any other matter. The Collateral Agent shall be under no responsibility with respect to the Trust Shares and Transfer other than faithfully to follow the instructions herein contained. The Collateral Agent shall have no responsibility to determine the authenticity or validity of any Fund notice, direction, instruction, document or other item delivered to it, and it shall be fully relieved of any liability in connection with the matters to which this Agreement relates, provided that the Agent has acted acting in accordance with such standard any written notice, direction or instruction given to it under this Collateral Agent Agreement and with believed by it, in its subjective judgment, to be authentic. (b) Unless the terms Collateral Agent shall have been finally adjudicated guilty of this willful misconduct or gross negligence, Holdings agrees to indemnify and hold harmless the Collateral Agent from and against any liability incurred by it hereunder including reasonable attorneys fees and expenses (which obligation shall survive the closing of the Collateral Agent Agreement). Notwithstanding the foregoing, the The Collateral Agent shall not be required to defend any legal proceedings which may be instituted against it with respect to the subject matter of this Collateral Agent Agreement unless requested to do so by the Development Banks or Holdings and indemnified to its satisfaction against the cost and expenses of such defense. (c) Anything in this Collateral Agent Agreement to the contrary notwithstanding, in no event shall the Collateral Agent be liable for special, indirect or responsible for delays consequential loss or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction damage of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses kind whatsoever (including reasonable counsel fees and expenses) ("Losses") resulting from any claimbut not limited to lost profits), demand, action or suit and arising out of or in connection with even if the Agent's duties on behalf Collateral Agent has been advised of the Trust hereunder, except insofar as likelihood of such Losses result from the willful misfeasance, bad faith loss or gross negligence damage and regardless of the Agent in the performance form of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, the Agent shall be entitled to rely and to act upon: (i) telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of the Trust, according to such lists of authorized officers and employees furnished to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees of the Trust; and (iii) any genuine instrument signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the sameaction.

Liability Indemnification. (a) The Agent agrees Manager shall give the Fund the benefit of the Manager’s reasonable best efforts and diligence in rendering services under this Agreement. The parties acknowledge the importance of the Manager freely exercising its reasonable judgment in the performance of its responsibilities, obligations and duties hereunder, and thus the Manager may rely on information reasonably believed by it to use reasonable care be accurate and reliable. Accordingly, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the responsibilities, obligations or duties hereunder, neither the Manager nor its stockholders, officers, directors, employees, agents or control persons (collectively, the “Covered Persons”) shall be subject to any liability for any act or omission in good faith connection with or arising out of any services rendered under this Agreement or otherwise related to this Agreement, or for any Losses (as defined below) that may be sustained in performing its the purchase, holding or sale of any security or other asset by the Fund. Any liability incurred by the Manager pursuant to this paragraph 10(a) in any year shall be limited to the revenues of the Manager derived from the Fund in that fiscal year of the Fund. The Manager shall be responsible as provided herein for the performance of only such duties hereunder 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 Manager shall not be liable for any error in judgment special, indirect, incidental, punitive or mistake consequential damages, including lost profits, of law 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 Manager is authorized and instructed to rely upon the information it receives from the Fund, its Trustees or any third party agent (including, without limitation, the Fund’s custodian(s), administrator(s), sub-administrator(s), and pricing services or sources) authorized by the Fund to provide such information to the Manager. The Fund and any third party agents from which the Manager shall receive or obtain certain records, reports and other data used or relied upon by the Manager in rendering the services provided hereunder are solely responsible for the contents of such information, including, without limitation, the accuracy thereof. The Manager 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 Trust Fund as a result of the Manager reliance on and utilization of such information. The Manager shall have no responsibility and shall be without liability for any loss or damage suffered by the Fund as a result of the Manager reliance on and utilization of such information. The Manager shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Fund or any Fund in connection third party agent to provide it with the matters to which this Agreement relatesinformation required. (c) The Fund shall indemnify and save harmless the Covered Persons and their executors, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Notwithstanding the foregoingheirs, the Agent shall not be liable assigns, successors or responsible for delays or errors occurring by reason of circumstances beyond its controlother legal representatives (“Indemnitees”), including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the fullest extent appropriate equipment is available. The Trust will indemnify permitted by law, from and hold the Agent harmless against any and all lossesclaims, claimsliabilities, damages, liabilities or losses, costs, charges, fees, penalties and other expenses (including reasonable counsel attorney’s fees and expensesdisbursements) of every nature and character ("“Losses"”) resulting from which may be asserted against or incurred by any claim, demand, action Indemnitee or suit for which any Indemnitee may be held liable (a “Claim”) and arising that in any way arise out of or in connection with with, or in any way relate to, the Agent's performance or non-performance of or by the Indemnitee of any of the Manager’s duties, responsibilities, or services hereunder, whether express or implied hereunder; provided, however, that no Indemnitee shall be indemnified against any liability by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). (d) 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 advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Trust hereunderIndemnitee to repay amounts so paid to the Fund if it is ultimately determined that indemnification of such expenses is not indemnifiable under this Agreement; provided, except insofar however, 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 Losses result from term is defined in the willful misfeasance, bad faith or gross negligence 1000 Xxx) of the Agent Fund who are not parties to the proceeding, acting on the matter, or (y) independent legal counsel in 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 performance commencement of its duties hereunder an investigation, action, claim or from its reckless disregard proceeding, an Indemnitee shall notify the Fund in writing of such dutiesthe commencement thereof, although the failure to do so shall not prevent recovery under this paragraph. In performing services hereunder, the Agent The Fund shall be entitled to rely 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 act upon: (i) telephone instructions relating 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 exchange receipt of the Fund’s election. If the Fund does not elect to assume the defense of any such suit, or redemption in case the Indemnitee does not, in the exercise of shares received reasonable judgment, approve of counsel chosen by the Agent Fund, or in case there is a conflict of interest between the parties or a party and reasonably believed any Indemnitee, the Fund will reimburse the Indemnitee in such suit for the reasonable fees and expenses of any counsel retained by the Agent Indemnitee. (f) In the event the Fund elects to have originated from assume its own defense in any such suit, the record owner Fund agrees that it shall not enter into any settlement agreement or similar agreement with other parties in such suit unless the Manager and all of the subject shares; other Indemnitees named as defendants are unconditionally released in such agreement or arrangement, or unless the Manager provides its consent to such settlement or similar arrangement in writing. (iig) The Manager shall look solely to Fund property for satisfaction of claims of any instructions executed nature against the Fund or orally communicated by a duly authorized Trustee, officer or employee agent of the TrustFund arising in connection with the affairs of the Fund. (h) The indemnification agreement and all obligations of the parties contained in this paragraph 10 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any party seeking indemnification, according to such lists and shall survive the delivery of authorized officers any shares of the Fund and employees furnished the termination of this Agreement. This agreement of indemnity will inure exclusively to the Agent benefit of parties indemnified hereunder and as amended from time to time in writing by a resolution of the Board of Trustees of the Trust; their estates and (iii) any genuine instrument signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the samesuccessors.

Liability Indemnification. The Agent agrees to use reasonable care and to act in good faith in performing its duties hereunder and shall not be liable for any error in judgment or mistake of law or for any loss suffered by the Trust or any Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Notwithstanding the foregoing, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, the Agent shall be entitled to rely and to act upon: (i) telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of the Trust, according to such lists of authorized officers and employees furnished to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees of the Trust; and (iii) any genuine instrument signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same.

Liability Indemnification. The Collateral Agent agrees shall have no duties to use reasonable care the Lenders under this Agreement except those expressly set forth herein. Neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable to any Lender for any action taken or omitted by it or them hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct. Each of the Lenders hereby indemnifies the Collateral Agent pro rata (based upon the principal amount permitted to be outstanding under the Note Agreements and the Bank Agreement) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Collateral Agent in any way relating to act or arising out of this Agreement or any action taken or omitted by the Collateral Agent in good faith in performing its duties hereunder and such capacity under this Agreement; provided that no party shall not be liable for any error in judgment portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or mistake disbursements resulting from the Collateral Agent's gross negligence or willful misconduct. The foregoing indemnity shall survive payment of law or for any loss suffered by the Trust or any Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard Secured Obligations and with the terms termination of this Agreement. Notwithstanding Without limiting the foregoing, each Lender agrees to reimburse the Collateral Agent shall not be liable or responsible for delays or errors occurring its pro rata share (as determined above) of all costs and expenses incurred by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Collateral Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, the Agent shall be entitled to rely and to act upon: (i) telephone instructions relating Lenders to the exchange or redemption of shares received extent such costs and expenses are not reimbursed by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of the Trust, according to such lists of authorized officers and employees furnished to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees of the Trust; and (iii) any genuine instrument signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the sameCompany.

Liability Indemnification. The Agent agrees to Claims Processor shall use reasonable ordinary care and to act due diligence in good faith in performing the performance of its duties hereunder and duties, but the Claims Processor shall not be liable to the Client or any other person for any error in mistake of judgment or mistake of law other action or inaction taken in good faith, or for any loss suffered by or damage resulting from that mistake of judgment, action or inaction, unless the Trust loss or any Fund in connection with damage is due to the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Notwithstanding the foregoing, the Agent shall not be liable Claims Processor's negligence or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's controlwillful misconduct. The Agent will make every reasonable effort to restore any lost or damaged dataClient indemnifies and holds harmless the Claims Processor, its directors, officers, employees, agents and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless assigns against any and all lossesactions, claims, damageslawsuits, liabilities or expenses (including reasonable counsel fees settlements, judgments, costs , penalties and expenses) , including attorney's fees, (collectively, "LossesActions") resulting from any claimfrom, demand, action or suit and arising out of or in connection any way connected with the Agent's duties on behalf of the Trust hereunderClaims Processor (these duties to include but not be limited to Plan recordkeeping, except insofar as such Losses result from claims payment duties, payments made pursuant to the willful misfeasance, bad faith or gross negligence direction of the Agent in Client, including payments which may be contrary to the performance terms of the Plan or any insurance contract, and retroactive coverage decisions), and any Actions resulting from or arising out of the effects of the Claims Processor carrying out its duties hereunder and responsibilities, unless the Actions are attributable to the Claims Processor's negligence or from its reckless disregard willful misconduct. If the Claims Processor has knowledge of such duties. In performing services hereunderan Action or threatened Action which may give rise to indemnification under this Agreement, the Agent Claims Processor shall give prompt notice of the Action or threatened Action to the Client. If such a notice is given, the Client, at the Client’s expense, shall retain counsel (which shall be entitled to rely and to act upon: (i) telephone instructions relating counsel acceptable to the exchange or redemption of shares received by Claims Processor) to represent and defend the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of the Trust, according to such lists of authorized officers and employees furnished Claims Processor with respect to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees of the Trust; and (iii) any genuine instrument signed, countersigned Action or executed by any person or persons authorized to sign, countersign or execute the samethreatened Action.

Liability Indemnification. The Agent agrees to use reasonable care and to act in good faith in performing its duties hereunder and shall not be liable for any error in judgment or mistake of law or for any loss suffered by the Trust or any the Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Notwithstanding the foregoing, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction correct of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, the Agent shall be entitled to rely and to act upon: (i) telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of the Trust, according to such lists of authorized officers and employees furnished to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees Directors of the Trust; and (iii) any genuine instrument signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same.

Liability Indemnification. The Agent agrees to use reasonable care Creditor Trustee, the Trust Professionals, and to act in good faith in performing its duties hereunder the Creditor Trustee’s agents and servants, shall not in any way be liable for any error acts or omissions to act except by reason of their gross negligence, willful misconduct, fraud, or a criminal act in judgment the performance of their duties under the Settlement Agreement, Settlement Order, or mistake of law or for any loss suffered by the Trust or any Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Notwithstanding The Creditor Distribution Trust shall indemnify the foregoingCreditor Trustee, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its controlTrust Professionals, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged dataCreditor Trustee’s agents and servants, and the correction of Dissolving Debtors and the Plan Administrator and their respective employees, agents and advisors (for any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shallactivities taken by them as required by this Agreement), at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent them harmless from and against any and all lossesliabilities, expenses, claims, damagesdamages and losses incurred by them as a direct result of actions taken or omissions to act by them in such capacity or otherwise related to this Agreement or the Creditor Distribution Trust. The Creditor Distribution Trust shall indemnify and hold harmless any entity who was, liabilities or expenses is, a party, or is threatened to be made a party, to any pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such entity is or was the Creditor Trustee, a Trustee Professional, or the Creditor Trustee’s agent or servant, and the Dissolving Debtors and the Plan Administrator and their respective employees, agents and advisors (including reasonable counsel fees for any activities taken by them as required by this Agreement), against all costs, expenses, judgments, fines and expenses) ("Losses") resulting from amounts paid in settlement actually and reasonably incurred by such entity in connection with such action, suit or proceeding, or the defense or settlement of any claim, demandissue or matter therein, action to the fullest extent permitted by applicable law, if such costs and expenses, judgments, fines or suit and arising out amounts paid in settlement are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the entity’s gross negligence, willful misconduct, fraud or in connection with criminal act. Costs or expenses incurred by any entity entitled to the Agent's duties on behalf benefit of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence provisions of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, the Agent shall be entitled to rely and to act upon: (i) telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of the Trust, according to such lists of authorized officers and employees furnished to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees of the Trust; and (iii) any genuine instrument signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same.this Section

Liability Indemnification. The Agent agrees to use reasonable care and to act in good faith in performing its duties hereunder and shall not be liable for any error in judgment or mistake of law or for any loss suffered by the Trust or any Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Notwithstanding the foregoing, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction correct of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, the Agent shall be entitled to rely and to act upon: (i) telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of the Trust, according to such lists of authorized officers and employees furnished to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees of the Trust; and (iii) any genuine instrument signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same.

Liability Indemnification. The Agent agrees to use reasonable care and to act in good faith in performing its duties hereunder and shall not be liable for any error in judgment or mistake of law or for any loss suffered by the Trust or any Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Notwithstanding the foregoing, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, the Agent shall be entitled to rely and to act upon: (i) telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of the Trust, according to such lists of authorized officers and employees furnished to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees Directors of the Trust; and (iii) any genuine instrument signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same.

Liability Indemnification. a. The Issuer agrees that, except in the case of gross negligence or willful misconduct by the Agent, the Agent shall not be liable for any losses, damages, liabilities or costs suffered or incurred by the Issuer, Dealer, or any third-party in relation to this Agreement or any Instruction received by it. The Agent agrees to use reasonable care and to act in good faith in performing its duties hereunder and shall not be liable for any error of judgement made except the case of negligence or willful misconduct. The Agent shall have no responsibility or liability if DTC fails to perform in judgment any respect. b. The Issuer, in the absence of, gross negligence or mistake willful misconduct by the Agent, agrees to indemnify the Agent, its directors, officers, employees or agents, and hold them harmless from and against any and all actions, claims (groundless or otherwise) suits, losses, fines, damages, costs, expenses (including, without limitation, reasonable legal fees and disbursements), liabilities, or penalties arising out of law the Agent’s having executed this Agreement or otherwise having performed any of its obligations hereunder, or due to any breach of this Agreement by the Issuer. c. The obligations of the Issuer in this Section 10 shall survive any termination of this Agreement and the issuance and payment of the Notes. d. NOTWITHSTANDING ANY CONTRARY PROVISION HEREIN, IN NO EVENT SHALL THE AGENT, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF THE AGENT HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. This provision applies without limitation to any damages, or injury arising from any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, line system failure, file corruption, network or system outage or loss, use or modification of content or data, even if advised of the possibility of such damages. No third party, including but not limited to any Authorized Representative or Delegate, shall have any right or claim for damages, compensation, or indemnification from the Agent under this Agreement. x. Xx no event shall the Agent be liable for any loss suffered by failure or delay in the Trust or any Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms performance of this Agreement. Notwithstanding the foregoing, the Agent shall not be liable or responsible for delays or errors occurring by reason of its obligations hereunder because circumstances beyond its the Agent’s control, including acts of civil or military authorityincluding, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophebut not limited to, acts of God, insurrection flood, war (whether declared or war. In undeclared), terrorism, fire, power outages and other utility failures, riot, embargo, government action, including any laws, ordinances, regulations or the event of a mechanical breakdown beyond its control, like which restrict or prohibit the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf providing of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, the Agent shall be entitled to rely and to act upon: (i) telephone instructions relating to the exchange or redemption of shares received contemplated by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of the Trust, according to such lists of authorized officers and employees furnished to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees of the Trust; and (iii) any genuine instrument signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the samethis Agreement.

Liability Indemnification. The Agent agrees to use reasonable care and to act in good faith in performing its duties hereunder and shall not be liable for any error in judgment or mistake of law or for any loss suffered by the Trust or any Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Notwithstanding the foregoing, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction correct of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Agent agrees to indemnify and hold harmless the Trust for any loss suffered by the Trust in connection with the performance of the Agent's obligations and duties under this Agreement resulting from the Agent's willful misfeasance, bad faith or gross negligence in the performance of such obligations and duties, or by reason of its reckless disregard thereof. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, the Agent shall be entitled to rely and to act upon: (i) telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of the Trust, according to such lists of authorized officers and employees furnished to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees Directors of the Trust; and (iii) any genuine instrument signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the same.

Liability Indemnification. The Agent agrees Except to use reasonable care the extent prohibited by law, IgnitionOne and to act in good faith in performing its duties hereunder and Affiliates shall not be liable for any error in judgment indirect, special, incidental or mistake consequential damages or loss (including damages for loss of law business, loss of revenue, loss of profits, loss of data and interruption of business) whether based on breach of contract, tort (including negligence), product liability or otherwise, even if IgnitionOne or its representatives have been advised of the possibility of such damages. Claims for any loss suffered damages must be made by Agency within one (1) year of the Trust or any Fund in connection with the matters incident to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreementthey relate or be forever barred. Notwithstanding the foregoing, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment Except to the extent appropriate equipment prohibited by law, IgnitionOne’s total liability to Agency and Customer under any and all circumstances shall not exceed the aggregate fees (excluding pass through fees paid to third parties) paid by Agency to IgnitionOne under this Agreement during the six months preceding the date that the claim is availablemade giving rise to the liability. The Trust will Agency agrees to defend, indemnify and hold the Agent IgnitionOne, its Affiliates and all of their directors, officers, employees, agents, shareholders, partners, members or other owners, harmless against any and all lossesactions, suits, proceedings, claims, judgments, damages, liabilities or expenses (costs and expenses, including reasonable counsel fees attorney’s fees, and expensesother liabilities (collectively, “Claims”) arising from or related to the Agency Content, the Agency Marks, the Data or Agency’s breach of its warranties in this Agreement or applicable Data Protection Laws. IgnitionOne agrees to defend, indemnify and hold Agency, its Affiliates and all of their directors, officers, employees, agents, shareholders, partners, members or other owners, harmless against any and all Claims that the Software infringes any third party intellectual property rights. IgnitionOne’s indemnification obligation will not apply to the extent the alleged Claim arises from ("Losses"a) resulting from any claim, demand, action use of the Software by Agency or suit and arising out of or any Authorized User not in connection accordance with the Agent's duties on behalf Agreement; (b) any modification of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, the Agent shall be entitled to rely and to act upon: (i) telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of the Trust, according to such lists of authorized officers and employees furnished to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees of the Trust; and (iii) any genuine instrument signed, countersigned or executed Software by any person other than IgnitionOne or persons its authorized to sign, countersign or execute the same.agents; or

Liability Indemnification. A. The Agent Platform, Seller Center, the Services and the Additional Services are provided on an "as is" basis. Except as expressly provided for in the Agreement, HyperAir makes no other representations or warranties of any kind, express or implied, including: i) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; ii) that the Platform, Seller Center, the Services or the Additional Services will meet Seller's requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; iii) that the information, content, materials, or products included on the Platform or Seller Center will be as represented by HyperAir, available for sale on a timely manner, lawful to sell, or that HyperAir or the Customers will perform as promised; iv) any implied warranty arising from course of dealing or usage of trade; and v) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, negligence or wilful misconduct by HyperAir. Seller acknowledges that any information and any materials provided by or through the Platform, Seller Center, the Services and the Additional Services may contain inaccuracies or errors and HyperAir expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by the Laws. Any link found on the Platform or Seller Center is provided for Seller's convenience to provide further information. It does not signify that HyperAir endorses the contents thereof and HyperAir has no responsibility for the content of external links. B. Because HyperAir is not involved in transactions between Seller and Customers, Seller hereby agrees on its behalf and on behalf of Customers to use reasonable care release HyperAir (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected therewith, provided such release will not apply where actual claims, demands or damages arise due to act HyperAir's fraud, negligence or wilful misconduct. C. Any typographical clerical or other error or omission in good faith in performing its duties hereunder and any acceptance, invoice, Content Material or other document on the part of HyperAir shall be subject to correction without any liability for HyperAir. D. Any claim of Seller under the Agreement must be notified to HyperAir within six (6) months from the Order date. For the avoidance of doubt, HyperAir will not be liable for any error claim made by Seller after said deadline. Any claim of the Seller shall comply/follow the claims/dispute process/Policies of HyperAir, which may be changed from time to time. E. Seller will defend, indemnify and hold harmless, and at HyperAir's option defend against, HyperAir and its Affiliates and their employees, directors, agents and representatives, from and against any and all liens, damages, losses, liabilities, obligations, penalties, fines, fees, Claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation) arising out of, or related to: i) any actual or alleged breach of Seller's undertakings, representations, warranties, or obligations set forth in judgment the Agreement or mistake of law the Customer Agreement; ii) any incorrect, misleading, or for any loss suffered by the Trust erroneous information provided to HyperAir or any Fund third party in connection with the matters to which this Agreement relatesServices or Additional Services; iii) any non-compliance by the Seller with any applicable laws or the Policies, provided that the Agent has acted including any losses in accordance with such standard and with the terms respect of this Agreement. Notwithstanding the foregoingcarriage or prohibited goods incurred by HyperAir or its sub-contractors; or iv) Seller's own website or other sales channels, the Agent shall Goods, the Products, any Content Materials, the advertisement, offer, sale or return of the Goods, the Products, any actual or alleged infringement of any Intellectual Property Rights by the Goods, the Products or the Content Materials, or seller taxes (duties, fees and other charges, etc.) or the collection, payment or failure to collect or pay seller taxes. If at any time HyperAir reasonably determines that any indemnified Claim might adversely affect HyperAir, HyperAir may take control of the defences at the expense of Seller. Seller may not consent to the entry of any judgment or enter into any settlement of a Claim against HyperAir without the prior consent by HyperAir in writing, which consent may not be unreasonably withheld. F. HyperAir will not be held liable or responsible for delays or errors occurring by reason any damages of circumstances beyond its controlany kind, including acts of civil or military authoritydirect, national or state emergenciesindirect, fireincidental, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged datapunitive, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shallconsequential, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the AgentAgreement, the Customer Agreement, the Platform, Seller Centre, the Services, the Additional Services, the inability to use the Services, the Additional Services, the Goods, the Products, or from messages received or transactions entered into, provided that HyperAir will compensate Seller for any direct damages : i) resulting exclusively, or primarily from HyperAir's duties on behalf fraud, gross negligence or wilful misconduct; and ii) as provided under the HyperAir Rights Section of the Trust hereunderTerms. G. To the fullest extent permitted by the Laws, except insofar as and not withstanding any other provision of this Agreement, the total liability, in the aggregate, of HyperAir and HyperAir's Affiliates and their respective officers, directors, partners, employees and contractors, and any of them, to Seller and anyone claiming by or through Seller, for any and all claims, losses, costs or damages, including attorneys’ fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the Agreement from any cause or causes shall not exceed the Fee that HyperAir is entitled to receive from Seller for the month preceding the date the liability arose, or US Dollar five hundred (USD500.00) (or such Losses result from the willful misfeasance, bad faith or gross negligence equivalent amount in local currencies of the Agent Territory), whichever is greater, provided that the maximum liability of HyperAir towards Seller will increase to: i) US Dollar one thousand (USD1,000.00) (or such equivalent amount in local currencies of the Territory) as regards liability under the HyperAir Rights Section of the Terms, and ii) such maximum liability as specified in the performance Fulfilment Section as regards liability under the Fulfilment Section of its duties hereunder the Terms. It is intended that this limitation apply to any and all liability or from its reckless disregard cause of such duties. In performing services hereunderaction however alleged or arising, the Agent shall be entitled to rely and to act upon: (i) telephone instructions relating to the exchange or redemption of shares received unless otherwise prohibited by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of the Trust, according to such lists of authorized officers and employees furnished to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees of the Trust; and (iii) any genuine instrument signed, countersigned or executed by any person or persons authorized to sign, countersign or execute the sameLaws.